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Getty Petroleum Marketing Inc/MD – ‘10-12B/A’ on 1/27/97 – EX-10.2

As of:  Monday, 1/27/97   ·   Accession #:  950124-97-358   ·   File #:  1-14490

Previous ‘10-12B’:  ‘10-12B/A’ on 1/13/97   ·   Next & Latest:  ‘10-12B/A’ on 3/13/97

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/27/97  Getty Petroleum Marketing Inc/MD  10-12B/A               4:609K                                   Bowne - Bde

Amendment to Registration of Securities (General Form)   —   Form 10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-12B/A    Form 10 Amendment No. 2                               75    398K 
 2: EX-2.1      Reorganization and Distribution Agreement            100    297K 
 3: EX-10.2     Master Lease Agreement                                78    289K 
 4: EX-10.5     Trademark License Agreement                           27     62K 


EX-10.2   —   Master Lease Agreement
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
81 Definitions
142 Term
153 Rent
164 Additional Payments by Tenant; Impositions
175 Use
186 Compliance with Law
"7 Maintenance and Alterations
208 Prohibited Liens
"9 Hazardous Substances; Environmental Indemnification
2110 Indemnification; Liability of Landlord
2311 Right of Contest
2412 Insurance
2613 Damage or Destruction
"14 Condemnation
2715 Transfers by Landlord
2917 Quiet Enjoyment
3018 Default by Tenant; Remedies
3419 Termination
"20 Notices
"Landlord
"Tenant
"21 No Broker
3522 Economic Abandonment
"23 Third Party Leases
3624 Waivers
"25 Further Assurances; Additional Deliveries
3726 Miscellaneous
3827 Interpretation; Execution and Application of Lease
45Third Party Leases
52Permitted Exceptions
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EXHIBIT 10.2 MASTER LEASE DATED FEBRUARY 1, 1997 BETWEEN GETTY REALTY CORP., AS LANDLORD, AND GETTY PETROLEUM MARKETING INC., AS TENANT
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TABLE OF CONTENTS Paragraph Page 1 Definitions............................................ 2 2 Term................................................... 8 3 Rent................................................... 9 4 Additional Payments by Tenant; Impositions............ 10 5 Use................................................... 11 6 Compliance with Law................................... 12 7 Maintenance and Alterations........................... 12 8 Prohibited Liens...................................... 14 9 Hazardous Substances; Environmental Indemnification... 14 10 Indemnification; Liability of Landlord................ 15 11 Right of Contest...................................... 17 12 Insurance............................................. 18 13 Damage or Destruction................................. 20 14 Condemnation.......................................... 20 15 Transfers by Landlord................................. 21 16 Transfers by Tenant; Dealer Leases.................... 22 17 Quiet Enjoyment....................................... 23 18 Default by Tenant; Remedies........................... 24 19 Termination........................................... 28
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Paragraph Page 20 Notices.......................................................... 28 21 No Broker........................................................ 28 22 Economic Abandonment............................................. 29 23 Third Party Leases............................................... 29 24 Waivers.......................................................... 30 25 Further Assurances; Additional Deliveries........................ 30 26 Miscellaneous.................................................... 31 27 Interpretation; Execution and Application of Lease............... 32 _____________
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MASTER LEASE ATTACHMENTS: Exhibit "A" = Legal Description Exhibit "B" = Third Party Lease locations Exhibit "C" = Permitted Exceptions Exhibit "D" = Premises with Non-complying UST's Exhibit "E" = Premises with Ongoing Remediations Exhibit "F" = Dealers in Default Schedule 1 - Initial Term Fixed Rent
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INDEX OF DEFINED TERMS DEFINED TERM PAGE ------------ ---- Additional Rent ....................... 2 Business Day .......................... 2 Casualty .............................. 2 Certifying Party ...................... 30 Clean-Up Obligor ...................... 15 Commencement Date...................... 2 Condemnation .......................... 2 Construction Work ..................... 2 Contest ............................... 17 County ................................ 2 Dealers ............................... 1 Default ............................... 2 Distribution Agreement................. 1 Equipment Liens ....................... 2 Environmental Law...................... 3 Estoppel Certificate................... 3 Event of Default ...................... 23 Fee Estate ............................ 3 Fee Mortgage .......................... 3 Fixed Rent ............................ 9 Government ............................ 3 Hazardous Substances................... 3 Hazardous Substances Discharge......... 4 Impositions ........................... 4 Include ............................... 33 Including ............................. 33 Indemnify ............................. 4 Indemnitee ............................ 4 Indemnitor ............................ 5 Initial Term .......................... 8 Insubstantial Condemnation............. 5 Land .................................. 1 Landlord .............................. 5 Law ................................... 5 Laws .................................. 5 Lease ................................. 1 Leasehold Estate ...................... 5 i
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INDEX OF DEFINED TERMS (continued) DEFINED TERM PAGE ------------ ---- Legal Costs ............... 5 Monetary Default .......... 5 Non-Monetary Default ...... 5 Notice .................... 5 Notice of Default ......... 5 Permitted Exceptions ...... 1 Person .................... 6 Petroleum Terminal ........ 6 Premises .................. 6 Prime Rate ................ 6 Prohibited Liens .......... 6 Renewal Option ............ 6 Renewal Term .............. 8 Rent ...................... 6 Requesting Party .......... 30 Service Station ........... 6 State ..................... 6 Sublease .................. 7 Substantial Condemnation... 7 Subtenant ................. 7 Subtenants ................ 7 Temporary Condemnation..... 7 Tenant .................... 7 Term ...................... 8 Termination Date .......... 7 Third Party Lease ......... 7 Third Party Lessor ........ 7 Transfer .................. 21 Unavoidable Delay ......... 7 UST ....................... 8 Waiver of Subrogation ..... 8 ________ ii
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This MASTER LEASE (the "Lease") is made and entered into on February 1, 1997 (the "Commencement Date"), between Getty Realty Corp., a Delaware corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 ("Landlord"), and Getty Petroleum Marketing Inc., a Maryland corporation whose address is 125 Jericho Turnpike, Jericho, New York 11753 ("Tenant"). R E C I T A L S A. Landlord holds good and marketable fee simple absolute title to the lands described in EXHIBIT A, (the "Land"), together with: (a) all buildings, structures and other improvements and appurtenances presently located on the Land; (b) all right, title and interest of Landlord, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line of such street or highway; (c) the appurtenances and all the estate and rights of Landlord in and to the Land; (d) any strips or gores adjoining the Land; and (e) all right, title and interest of Landlord, if any, in and to any furnishings, fixtures, equipment or other personal property attached or appurtenant to any improvements located on the Land which are not being transferred to Tenant on the date hereof (all, collectively, together with the properties set forth in Exhibit B, the "Premises") subject only to the estates, interests, liens, charges and encumbrances set forth in EXHIBIT C (the "Permitted Exceptions"). B. Landlord (including certain of its subsidiaries) is the lessee of certain Premises described in EXHIBIT B (the "Third Party Leases"). C. The Premises consist of Petroleum Terminals and Service Stations. D. Landlord and Tenant have entered into that certain Reorganization and Distribution Agreement dated as of _______, 1997 (the "Distribution Agreement") transferring to Tenant the Marketing Assets and Marketing Business (as such terms are defined in the Distribution Agreement) in anticipation of a distribution by Landlord of the common stock of Tenant to the stockholders of Landlord. E. In accordance with the Distribution Agreement, Landlord desires to lease or sublease the Premises to Tenant, and Tenant desires to lease or sublease the Premises from Landlord, most of which Service Station Premises are subject to the tenancies of lessee-dealers ("Dealers"). F. The parties desire to enter into this Lease to set forth their rights and obligations relating to the Premises. NOW, THEREFORE, in exchange for good and valuable consideration, Landlord hereby leases and subleases the Premises to Tenant and Tenant hereby takes and hires the Premises from Landlord, subject only to the Permitted Exceptions, and the Dealers' tenancies, for the Term (as hereinafter defined), upon the terms and conditions of this Lease. 1
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1 Definitions. The following definitions shall apply throughout this Lease, in addition to any other definitions elsewhere in this Lease. An Index of Defined Terms follows the signature page. 1.1 Additional Rent. The term "Additional Rent" means any and all sums and payments that this Lease requires Tenant to pay to Landlord, except Fixed Rent. Additional Rent shall also include all Impositions. 1.2 Business Day. A "Business Day" means any weekday on which banks in the State of New York are generally open to conduct regular banking business with bank personnel. 1.3 Casualty. A "Casualty" means any damage or destruction affecting any or all structures or other improvements located on the Premises. 1.4 Commencement Date. February 1, 1997 for all Premises, except for those Premises requiring consent to a sublease from a Third Party Lessor, which shall commence on such later date upon which consent is obtained. 1.5 Condemnation. A "Condemnation" means any taking of the Premises or any part of the Premises by condemnation or by exercise of any right of eminent domain, or by any similar proceeding or act of any Government. 1.6 Construction Work. The term "Construction Work" means any alteration, modification, demolition, or other construction or reconstruction work, or the construction or reconstruction of any new improvements, or repair of any existing improvements, located on, under or at the Premises. 1.7 County. The "County" means the county where the Premises are located. 1.8 Default. A "Default" means any Monetary Default or Non-Monetary Default. 1.9 Equipment Liens. The term "Equipment Liens" means purchase-money security interests, financing leases, personal property liens, and similar arrangements (including the corresponding UCC-1 financing statements) relating to Tenant's acquisition, encumbering or financing of personal property, fixtures or equipment used in connection with the operation of any business on the Premises not prohibited by this Lease, any Third Party Lease or any Fee Mortgage on the Premises, that are leased, purchased pursuant to conditional sale or installment sale arrangements, encumbered by a security agreement made by Tenant, or used under licenses, such as convenience food store equipment, gasoline marketing equipment, UST's, furniture, fixtures and equipment, telephone, telecommunications and facsimile transmission equipment, point of sale equipment, televisions, radios, and computer systems, provided that each 2
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Equipment Lien encumbers or otherwise relates to only the property financed or otherwise provided by the secured party under such Equipment Lien. 1.10 Environmental Law. The term "Environmental Law" shall mean any Law related to environmental conditions on, under, or about the Premises, or arising from use or occupancy of the Premises, including soil, air and ground water conditions, or governing the use, generation, storage, transportation, disposal, release, clean-up or control of Hazardous Substances in, on, at, to or from the Premises. 1.11 Estoppel Certificate. An "Estoppel Certificate" means a statement in writing containing any or all of the following statements (identifying in reasonable detail any exceptions that may exist at the time), as requested by either party: (a) this Lease has not been amended, constitutes the entire agreement between Landlord and Tenant relating to the Premises, and is in full force and effect; (b) neither Landlord nor Tenant is in default under this Lease and to the best of the signer's knowledge no facts or circumstances exist that, with the passage of time or the giving of notice, would constitute defaults under this Lease by Landlord or Tenant; (c) Tenant has paid all Rent to date; (d) the Commencement Date or any other then-ascertainable date relevant to this Lease; and (d) such other matters as either party shall reasonably request. 1.12 Fee Estate. The "Fee Estate" means Landlord's fee estate in the Premises or any part of the Premises or any direct or indirect interest in such fee estate or, in the case of Premises owned by a Third Party Lessor, the fee estate of such Third Party Lessor. 1.13 Fee Mortgage. A "Fee Mortgage" means any mortgage, deed of trust, deed to secure debt, assignment, security interest, pledge, financing statement or any other instrument(s) or agreement(s) intended to grant security for any obligation encumbering the Fee Estate, as entered into, renewed, modified, amended, extended or assigned from time to time during the Term. 1.14 Fixed Rent. Fixed Rent shall include all rent payable under Section 3.1 including Rent payable to Third Party Lessors. 1.15 Government. The term "Government" means each and every applicable governmental authority, department, agency, bureau or other entity or instrumentality having jurisdiction over the Premises, including the federal government of the United States, the State government and any subdivisions and municipalities thereof, including the County government, and all other applicable governmental authorities and subdivisions thereof. 1.16 Hazardous Substances. The term "Hazardous Substances" shall include flammable substances, explosives, radioactive materials, asbestos, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, petroleum and petroleum products, and substances declared to be hazardous or toxic by Environmental Law. 3
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1.17 Hazardous Substances Discharge. The term "Hazardous Substances Discharge" shall mean any deposit, spill, discharge, or other release of Hazardous Substances that occurs at or from the Premises or that arises at any time from the use, occupancy or operation of the Premises or any activities conducted therein. 1.18 Impositions. The term "Impositions" means all taxes, special and general assessments, water rents, rates and charges, commercial rent taxes, UST fees and taxes, sewer rents and other impositions and charges of every kind and nature whatsoever with respect to the Premises, that may be assessed, levied, confirmed, imposed or become a lien on the Premises (other than on account of any actions or omissions of Landlord or Third Party Lessor or conditions existing on, at or with respect to the Premises before the Commencement Date) by or for the benefit of any Government with respect to any period during the Term together with any taxes and assessments that may be levied, assessed or imposed by any Government upon the gross income arising from any Rent or in lieu of or as a substitute, in whole or in part, for taxes and assessments imposed upon or related to the Premises and commonly known as real estate taxes. Notwithstanding the foregoing, all such obligations of a lessee in a Third Party Lease are also Impositions. The term "Impositions" shall, however, not include any of the following, all of which Landlord shall pay before delinquent or payable only with a penalty: (a) any franchise, income, excess profits, estate, inheritance, succession, transfer, gift, corporation, business, capital levy, or profits tax, or license fee, of Landlord, (b) the incremental portion of any of the items listed in this paragraph that would not have been levied, imposed or assessed but for any sale or other direct or indirect transfer of the Fee Estate or of any interest in Landlord during the Term, (c) any charges that would not have been payable but for any act or omission of Landlord or conditions existing on, at or with respect to the Premises before the Commencement Date, (d) any charges that are levied, assessed or imposed against the Premises during the Term based on the recapture or reversal of any previous tax abatement or tax subsidy, or compensating for any previous tax deferral or reduced assessment or valuation, or based on a miscalculation or misdetermination of any charge(s) of any kind imposed or assessed with respect to the Premises, relating to any period(s) before the Commencement Date, and (e) interest, penalties and other charges with respect to items "a" through "d." 1.19 Indemnify. Wherever this Lease provides that a party shall "Indemnify" another from or against a particular matter, such term means that the Indemnitor shall indemnify the Indemnitee (and the owner of the Fee Estate and their respective partners, officers, directors, agents and employees) and defend and hold the Indemnitee (and the owner of the Fee Estate and their respective partners, officers, directors, agents and employees) harmless from and against any and all loss, cost, claims, liability, penalties, judgments, damage or other injury, detriment, or expense (including Legal Costs, interest and penalties) reasonably incurred or suffered by the Indemnitee (and its partners, officers, directors, agents and employees) on account of the matter that is the subject of such indemnification or in enforcing the Indemnitor's indemnity. 1.20 Indemnitee. An "Indemnitee" is a party that is entitled to be Indemnified pursuant to this Lease. 4
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1.21 Indemnitor. An "Indemnitor" is a party that agrees to Indemnify another party pursuant to this Lease. 1.22 Insubstantial Condemnation. An "Insubstantial Condemnation" means any Condemnation other than a Substantial Condemnation. 1.23 Landlord. Getty Realty Corp. and certain of its subsidiaries, who have approved this Lease on the signature page hereof. 1.24 Law. The term "Law" or "Laws" means all laws, ordinances, requirements, orders, directives, rules and regulations of any applicable Government affecting the development, improvement, alteration, use, maintenance, operation or occupancy of the Premises or any part of the Premises, whether in force at the Commencement Date or passed, enacted or imposed at some time in the future, subject in all cases, however, to all applicable waivers, variances and exemptions limiting the application of the foregoing to the Premises. 1.25 Leasehold Estate. The "Leasehold Estate" means Tenant's leasehold estate under this Lease, upon and subject to all the terms and conditions of this Lease, and any Third Party Lease affecting the Premises, or any part of such leasehold estate or any direct or indirect interest in such leasehold estate. 1.26 Legal Costs. "Legal Costs" means all reasonable costs and expenses incurred by a party to this Lease in connection with any legal proceeding, including reasonable attorneys' fees, consultant's fees, court costs, and expenses. 1.27 Monetary Default. A "Monetary Default" means any failure by Tenant to pay any Rent or other sum(s) of money, including Additional Rent payable pursuant to this Lease, when and as required to be paid pursuant to this Lease. 1.28 Non-Monetary Default. A "Non-Monetary Default" means any failure by Tenant to comply with any terms or provisions of, or perform as required, by this Lease, other than a Monetary Default. 1.29 Notice. The term "Notice" means any notice, demand, request, election, designation, or consent, including any of the foregoing relating to a Default or alleged Default, that is permitted, required or desired to be given by either party in connection with this Lease. Notices shall be delivered, and shall become effective, only in accordance with the requirements of Paragraph 20. 1.30 Notice of Default. A "Notice of Default" means any Notice from one party to the other claiming or giving Notice of a Default or alleged Default by the recipient. 5
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1.31 Person. "Person" is an individual, corporation or partnership, including without limitation, Power Test Realty Company Limited Partnership. 1.32 Petroleum Terminal. "Petroleum Terminal" is a Premises which is a terminal for the storage and distribution of petroleum products either owned or leased by Landlord or one of its subsidiaries. 1.33 Premises. Each property listed in Exhibits A and B and, collectively, all of the properties listed in Exhibits A and B, except for those properties which may be deleted from time to time by Substantial Condemnation, or by the expiration of a Third Party Lease or by not exercising a Renewal Option. 1.34 Prime Rate. The "Prime Rate" means the prime rate or equivalent "base" or "reference" rate for corporate loans that, at Landlord's election, by Notice to Tenant, is: (a) published from time to time in the Wall Street Journal; (b) announced from time to time by Chase Manhattan Bank, New York, New York, or any other large United States "money center" commercial bank designated by Landlord; or (c) if such rate is no longer so published or announced, then a reasonably equivalent rate published by an authoritative third party designated by Landlord. Notwithstanding anything to the contrary in this paragraph, the Prime Rate shall never exceed the highest rate of interest legally permitted to be charged in transactions of the character of this Lease between parties of a character similar to Landlord and Tenant. 1.35 Prohibited Liens. A "Prohibited Lien" means any mechanic's, vendor's, laborer's or material supplier's statutory lien or other similar lien arising by reason of work, labor, services, equipment or materials supplied, or claimed to have been supplied, to Tenant, which lien either: (a) is filed against the Fee Estate or (b) is filed against the Leasehold Estate and, upon termination of this Lease, would under the law of the State attach to the Fee Estate. Notwithstanding anything to the contrary in this Lease, an Equipment Lien shall not constitute a Prohibited Lien and nothing in this Lease shall prohibit Tenant from creating, or require Tenant to remove, any Equipment Lien except upon termination of this Lease. 1.36 Renewal Option. The right to renew the Lease as provided in Section 2.1 for each Premises individually. 1.37 Rent. The "Rent" means Fixed Rent and Additional Rent. 1.38 Service Station. A Premises which is currently used to sell motor fuels or convenience store items or both, and in some instances is used for motor vehicle repairs and/or other services ancillary to the sale of motor fuels or convenience store items. 1.39 State. The "State" means the State where the Premises are located. 6
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1.40 Sublease. The term "Sublease" means any sublease of the Premises or any part of the Premises, or any other agreement or arrangement (including a license agreement or concession agreement) made by Tenant granting any third party the right to occupy, use or possess any portion of the Premises. The leases to the Dealers assigned under Paragraph 16.2 are Subleases. 1.41 Substantial Condemnation. A "Substantial Condemnation" means any Condemnation that, in Tenant's reasonable judgment, renders the remaining portion of the Premises unsuitable for the conduct of Tenant's business as a gasoline service station and/or convenience store or such other permitted, lawful use at the time of the Condemnation. Tenant may waive its right to treat as a Substantial Condemnation any Condemnation that would otherwise qualify as such. 1.42 Subtenant. The term "Subtenant" means any person having rights of occupancy, use or possession under a Sublease, and any concessionaires and licensees that Tenant elects to treat as Subtenants. The Dealers are Subtenants. 1.43 Temporary Condemnation. A "Temporary Condemnation" means a Condemnation relating to the temporary right to use or occupy the Premises or any part of the Premises. 1.44 Tenant. Getty Petroleum Marketing Inc. and for certain Premises located in the Mid-Hudson Valley, Kingston Oil Supply Corp. 1.45 Termination Date. The "Termination Date" means the date when this Lease terminates or expires (i) for any Premises for which a Renewal Option is not exercised, (ii) for Third Party Leases upon their expiration date, and (iii) for all Premises, whether pursuant to the expiration of the Term as provided for in this Lease or pursuant to Landlord's exercise of remedies upon occurrence of an Event of Default. 1.46 Third Party Lease. A lease between a Third Party Lessor and Landlord or a subsidiary of Landlord for the Premises. 1.47 Third Party Lessor. A Person who owns Premises and leases it to Landlord or a subsidiary of Landlord. Power Test Realty Company Limited Partnership is a Third Party Lessor. 1.48 Unavoidable Delay. The term "Unavoidable Delay" means a delay in the performance of any obligation under this Lease (excluding in any case any obligation to pay money) arising from or on account of any cause whatsoever beyond the reasonable control of the person required to perform, including strikes, labor troubles, litigation, Casualty, Condemnation, accidents, Laws, governmental preemption, war, riots, and other causes beyond such party's reasonable control, whether similar to or dissimilar to the causes specifically enumerated in this 7
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paragraph. In no event shall Unavoidable Delay be deemed to include any delay caused by a person's financial condition. 1.49 UST. An underground storage tank including related piping, underground pumps, wiring and their monitoring devices. 1.50 Waiver of Subrogation. A "Waiver of Subrogation" means a provision in, or endorsement to, any insurance policy required by this Lease, by which the insurance carrier agrees to waive all rights of recovery by way of subrogation against either party to this Lease in connection with any loss covered by such insurance policy. 2 Term. 2.1 Initial Term and Renewal Term(s). The initial term of this Lease (the "Initial Term") shall commence on the Commencement Date. The Initial Term shall continue until 11:59 p.m. on January 31, 2012, unless terminated sooner. Except as provided in Paragraph 23.3, Tenant shall have the absolute and unconditional right and option (each such right and option, a "Renewal Option") to extend and renew this Lease as to any or all of the Premises upon the same terms and conditions (except for rental) as this Lease, for four (4) additional successive periods (each, a "Renewal Term") following expiration of the Initial Term. Tenant shall exercise each Renewal Option, if at all, by giving Landlord Notice thereof (in compliance with this Lease) at least two (2) years before the first day of the corresponding Renewal Term. Wherever this Lease refers to the "Term," such reference means the Initial Term as extended from time to time, pursuant to Tenant's Renewal Option(s), to include one or more Renewal Term(s), so that upon Tenant's exercise of any Renewal Option(s), the "Term" shall include the corresponding Renewal Term(s). At the expiration or termination of (i) the Lease as applicable to any Premises and (ii) the final Renewal Term provided for below, Tenant shall have no further rights to renew or extend this Lease (x) as it applies to any Premises not previously extended or renewed and (y) at the expiration of the final Renewal Term. The Renewal Options and Renewal Terms are as follows: 2.1.1 First Renewal Term. The first Renewal Term shall be for a period of ten (10) years beginning on February 1, 2012 and ending on January 31, 2022. 2.1.2 Second Renewal Term. The second Renewal Term shall be for a period of ten (10) years beginning on February 1, 2022 and ending on January 31, 2032. 2.1.3 Third Renewal Term. The third Renewal Term shall be for a period of ten (10) years beginning on February 1, 2032 and ending on January 31, 2042. 2.1.4 Fourth Renewal Term. The fourth and final Renewal Term shall be for a period of ten (10) years beginning on February 1, 2042 and ending on January 31, 2052. 8
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2.2. Default by Tenant. Tenant's Renewal Options shall remain effective notwithstanding Tenant's Default, unless and until all cure periods available to Tenant shall have expired without cure and Landlord shall have terminated this Lease. Provided only that this Lease has not been terminated, there shall be no conditions (express or implied) to Tenant's exercise of any Renewal Option(s) (except as set forth in Section 23.3 as it pertains to a Third Party Lease). 2.3 Title to Improvements and Personal Property. Notwithstanding anything to the contrary in this Lease, except for certain USTs referred to in Paragraph 7.6, and except for property owned by third parties, all improvements constructed by Tenant and all personal property and equipment located in, on or at the Premises or otherwise constituting part of the Premises shall at all times during the Term be owned by, and shall belong to, Tenant. All the benefits and burdens of ownership of the foregoing shall be and remain in Tenant during the Term. 3 Rent. 3.1 Fixed Rent. Throughout the Term and all Renewal Terms, Tenant shall pay Landlord, without notice or demand, in lawful money of the United States of America, at Landlord's office or as Landlord shall otherwise designate, a net annual rental (the "Fixed Rent") as follows: 3.1.1. Calculation of Fixed Rent. During the Initial Term and all Renewal Terms, Fixed Rent shall be $______ per month all as more fully set forth in Schedule 1 and as adjusted in this Article 3. The Fixed Rent during the Initial Term and all Renewal Terms shall be reduced at the time that any Premises may be deleted from the Lease by Substantial Condemnation, or by the expiration or termination of a Third Party Lease described in Exhibit B by the amount of Fixed Rent set forth on Schedule 1(as it may be increased pursuant to Paragraph 3.1.2) attributable to such deleted Premises. The Fixed Rent during any Renewal Term shall be reduced by the amount of Fixed Rent set forth on Schedule 1 (as it may be increased pursuant to Paragraph 3.1.2) attributable to all Premises for which Renewal Options have not been exercised by Tenant. 3.1.2. CPI Increases. At the end of the fifth (5th) Lease year (in the first instance, on February 1, 2002) and at the end of each five (5) year period thereafter during the Term and all Renewal Terms the Fixed Rent in effect at the end of each such five (5) year period shall be increased by an amount equal to all increases in the Consumer Price Index, Northeast Region or the successor index thereto ("CPI"), over the prior five (5) year period (such CPI increase to be computed on the Fixed Rent in effect for the relevant January before the February 1 when the increase is to be effective); provided, however, that in no event shall any one increase exceed fifteen (15%) percent of the Fixed Rent in effect before the applicable February 1 increase effective date. If the relevant CPI index is not yet available on any February 1 when an 9
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increase is to be effective, the Rent will be adjusted retroactively when such CPI index becomes available. 3.2 Payment; Proration; Etc. Tenant shall pay Fixed Rent in equal monthly installments in advance on the first day of each month. Rent for partial months at the beginning or end of the Term shall be prorated based on the number of days in such month within the Term divided by the total number of days in the entire month. Tenant shall pay all Rent payable to Landlord by wire transfer of currently available federal funds to Landlord's bank account as designated by Landlord. 3.3 Additional Rent. In addition to Fixed Rent, Tenant shall pay Landlord, as additional rent under this Lease, all Additional Rent within twenty (20) days after receipt of invoice therefor or as otherwise set forth in Paragraph 4. 3.4 No Allocation to Personal Property. None of the Rent provided for under this Lease is allocable to any personal property included in the Premises. 3.5 Offsets. Tenant shall pay all Rent without offset, defense, claim, counterclaim, reduction, deduction, or exercise of recoupment rights of any kind whatsoever, except that notwithstanding anything to the contrary in this Lease, Tenant shall be entitled to offset against Rent an amount equal to any of the following obligations required to be performed by Landlord to the extent Landlord fails to perform any such obligation after Notice and demand: 3.5.1 Landlord's obligation pursuant to Paragraph 7.6 to upgrade or replace the UST's at the locations set forth in Exhibit D, to the extent Tenant is required to expend monies therefor; and 3.5.2 Landlord's obligation pursuant to Paragraph 7.6 to comply in all material respects with Environmental Laws at the locations set forth in Exhibit D and Exhibit E, to the extent Tenant is required to expend monies to achieve such compliance. 4 Additional Payments by Tenant; Impositions. 4.1 Landlord's Net Return. The parties intend that this Lease shall constitute a "net lease," so that the Rent shall provide Landlord with "net" return for the Term, free of any expenses or charges with respect to the Premises, except as specifically provided in this Lease. Accordingly, Tenant shall pay as Additional Rent and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, each and every item of expense, of every kind and nature whatsoever, related to or arising from the Premises, or by reason of or in any manner connected with or arising from the development, leasing, operation, management, maintenance, repair, use or occupancy of the Premises or any portion of the Premises. Notwithstanding anything to the contrary in this Lease, Tenant shall not be required to pay any of the following incurred by Landlord: (a) principal, interest, or other charges payable under any 10
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Fee Mortgage; (b) depreciation, amortization, brokerage commissions, financing or refinancing costs, management fees or leasing expenses incurred by Landlord with respect to the Fee Estate or the Premises; (c) consulting, overhead, travel, legal, staff, and other similar costs incidental to Landlord's ownership of the Premises, other than Legal Costs that Tenant has expressly agreed to pay; (d) any costs arising from or pursuant to any instrument or agreement affecting the Premises that is not a Permitted Exception and to which Landlord is a party and Tenant is not a party; and (e) the obligations of Landlord set forth in Paragraphs 7.6 and 9.3. 4.2 Impositions. For any period within the Term (with daily proration for periods partially within the Term and partially outside the Term), Tenant shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all Impositions. Tenant shall also pay all interest and penalties assessed by any Government on account of late payment of any Imposition, unless such late payment was caused by Landlord's failure to remit an Imposition (paid to Landlord by Tenant) in accordance with Tenant's reasonable instructions or Landlord's failure to promptly forward Tenant a copy of a tax bill received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid any Imposition(s) that this Lease requires Tenant to have paid. 4.3 Assessments in Installments. To the extent that may be permitted by law or by a Third Party Lease, Tenant shall have the right to apply for conversion of any assessment to cause it to be payable in installments. After such conversion, Tenant shall pay and discharge only such installments of such assessment as shall become due and payable during the Term. 4.4 Direct Payment by Landlord. If any Imposition or other item of Rent is required to be paid directly by Landlord, then: (a) Landlord appoints Tenant as Landlord's attorney in fact for the purpose of making such payment; and (b) if the person entitled to receive such payment refuses to accept it from Tenant, then Tenant shall give Landlord Notice of such fact and shall remit payment of such Imposition to Landlord in a timely manner accompanied by reasonable instructions as to the further remittance of such payment. Landlord shall with reasonable promptness comply with Tenant's reasonable instructions and shall Indemnify Tenant against Landlord's failure to do so. 4.5 Utilities. Tenant shall pay all fuel, gas, light, power, water, sewage, garbage disposal, telephone and other utility charges, and the expenses of installation, maintenance, use and service in connection with the foregoing, relating to the Premises during the Term. 5 Use. Tenant may use (a) a Service Station Premises for a gasoline service station/convenience store, and (b) a Petroleum Terminal Premises for the storage and distribution of petroleum products, and any other lawful purpose but only in conjunction with the foregoing permitted uses. In using the Premises, Tenant shall comply with all restrictions and mandates set forth in 11
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the Permitted Exceptions or a Third Party Lease where applicable. Tenant shall not have any obligation to actually operate the Premises or otherwise conduct business of any nature thereon and Tenant may discontinue operation of the Premises at any time or from time to time except as may be required under a Third Party Lease, Fee Mortgage or instances where a license(s) or permit(s) or the continued use may be in jeopardy in which event Tenant shall continue operation to the extent necessary to protect the license(s) or permit(s), or as required pursuant to a Third Party Lease or a Fee Mortgage. 6 Compliance with Law. Tenant shall during the Term, at Tenant's expense: (a) observe and comply with all Laws affecting the Premises; (b) procure every permit, license, certificate or other authorization required in connection with the lawful and proper maintenance, operation, use and occupancy of the Premises or required in connection with any Construction Work or improvements erected on the Premises and (c) comply with all such permits, licenses, certificates and other authorizations. Notwithstanding the foregoing, Tenant shall have the right to contest any such Laws in accordance with this Lease. 7 Maintenance and Alterations. 7.1 Obligation to Maintain. During the Term, Tenant shall, except as otherwise expressly provided in this Lease, keep and maintain the Premises and every portion thereof in good order, condition and repair, subject to Casualty and Condemnation (governed by separate applicable provisions of this Lease), reasonable wear and tear, and any other conditions that this Lease does not require Tenant to repair. Tenant's obligations to maintain the Premises shall extend to all repairs that the Premises (including plumbing, heating, air conditioning, ventilating, electrical, lighting, fixtures, walls, roof, foundations, ceilings, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences and signs located in, on or at the Premises, together with any sidewalks and parkways adjacent to the Premises) may require from time to time during the Term, whether structural or nonstructural, foreseen or unforeseen, including such repairs as may be required by conditions in existence at the Commencement Date and those Tenant is obligated to perform under Paragraph 7.6. 7.2 Tenant's Right to Perform Alterations. At Tenant's sole cost and expense and subject to the provisions of any Third Party Lease or Fee Mortgage, Tenant shall have the right to perform any Construction Work relating to the Premises, without Landlord's consent, as Tenant shall consider necessary or appropriate. Tenant shall perform all Construction Work in a good, professional, safe, and workmanlike manner, using licensed and insured contractors in compliance with Law. 7.3 Plans and Specifications. To the extent that Tenant performs or causes to be performed any Construction Work and obtains plans and specifications or surveys (including working plans and specifications and "as-built" plans and specifications and surveys) for such 12
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Construction Work, Tenant shall promptly upon Landlord's request provide Landlord, for Landlord's information only, with a true and complete copy of such plans and specification(s) or survey(s), subject to the terms of any agreement between Tenant and the applicable outside architect, engineer or surveyor. (Tenant shall exercise reasonable efforts to cause its agreements with such outside professionals to permit the deliveries described in this paragraph.) 7.4 Excavations. If an excavation shall be made (or authorized) upon land adjacent to the Land, then at Tenant's election Tenant shall either: (a) afford to the person causing or authorized to cause such excavation, license to enter the Premises, in accordance with Tenant's reasonable instructions, to perform such work as such person shall reasonably deem necessary or desirable, and as Tenant shall reasonably approve, to preserve and protect the Premises from injury or damage and to support the same by proper foundations, or (b) perform or cause to be performed, without cost or expense to Landlord in its capacity as Landlord under this Lease, work of the nature described in clause (a) to the extent reasonably necessary under the circumstances. Tenant shall not, by reason of any excavations or work described in this paragraph, have any claim against Landlord in its capacity as Landlord under this Lease for damages or for Indemnity or for suspension, diminution, abatement or reduction of any Rent. 7.5 Cooperation by Landlord. Upon Tenant's request, subject to the provisions of any Fee Mortgage, Landlord shall, without cost to Landlord, promptly join in and execute (or assist Tenant in obtaining the requisite consent of a Third Party Lessor) any instruments including, but not limited to, applications for building permits, demolition permits, alteration permits, consents, zoning, rezoning or use approvals, amendments and variances, easements, encumbrances, and/or liens (excluding Mortgages) against the Premises (Fee Estate and Leasehold Estate), and such other instruments as Tenant may from time to time request in connection with Construction Work or to enable Tenant from time to time to use and operate the Premises in accordance with this Lease, provided each of the foregoing is in reasonable and customary form and does not cause the Fee Estate to be encumbered as security for any obligation and does not otherwise expose the Fee Estate to any material risk of forfeiture during the Term. Tenant shall reimburse Landlord's Legal Costs and all other out-of-pocket costs incurred in performing under this paragraph. 7.6 UST'S. Landlord shall retain responsibility for the maintenance and repair of UST's at the Premises set forth in EXHIBIT D hereto, which UST's are leased to Tenant hereunder. Tenant shall be responsible for the repair and maintenance and replacement of all other UST's which were transferred to Tenant on the date hereof. At the time the replacement or upgrading of the UST's is completed at the Premises set forth in Exhibit D so that the UST's meet the requirements of Law effective December 22, 1998, Landlord shall no longer be responsible for the maintenance, repair or replacement of such UST's and, except for Landlord's obligation under Paragraph 9.3 to remediate, Tenant shall be solely responsible therefor. In the event that Tenant exercises the Renewal Option for the First Renewal Term for certain Premises, under Paragraph 2.1, at that time Landlord shall by a quitclaim Bill of Sale (disclaiming all warranties, express and implied, including merchantability and fitness) transfer the UST's under such 13
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Premises to Tenant for nominal consideration, except that the foregoing shall not apply to any USTs owned by Third Party Lessors. 8 Prohibited Liens. 8.1 Tenant's Covenant. Tenant shall not suffer or permit any Prohibited Lien to be filed. If a Prohibited Lien is filed then Tenant shall, within 30 days after receiving Notice from Landlord of such filing (but in any case within 15 days after receipt of Notice from Landlord of commencement of foreclosure proceedings), commence and then prosecute appropriate action to cause such Prohibited Lien to be paid, discharged or bonded. Nothing in this Lease shall be construed to restrict Tenant's right to contest the validity of any Prohibited Lien and to pursue Tenant's position to a final judicial determination. The mere existence of a Prohibited Lien shall not be construed as a default under this Lease unless Tenant fails to take action as aforesaid. 8.2 Protection of Landlord. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the Fee Estate. Nothing in this Lease shall be deemed or construed in any way to constitute Landlord's consent or request, express or implied, by inference or otherwise, to any contractor, subcontractor, laborer, equipment or material supplier for the performance of any labor or the furnishing of any materials or equipment for any improvement, alteration or repair of, or to, the Premises, or any part of the Premises, nor as giving Tenant any right, power or authority to contract for, or permit the rendering of, any services, or the furnishing of any materials that would give rise to the filing of any liens against the Fee Estate. Tenant shall Indemnify Landlord against any Construction Work performed on the Premises for or by Tenant, including any Prohibited Lien arising from such Construction Work. 9 Hazardous Substances; Environmental Indemnification. 9.1 Restrictions. Tenant shall not cause or permit to occur after the Commencement Date: (a) any material violation of any Environmental Law; or (b) the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substance on, under, or about the Premises, or the transportation to or from the Premises of any Hazardous Substance, except to the extent that such use (i) is reasonably necessary for the conduct of Tenant's business in accordance with acceptable industry standards for the petroleum industry in which Tenant operates and (ii) complies in all material respects with all applicable Environmental Laws. 9.2 Landlord's Representation. Except for the Premises set forth on Exhibit D and Exhibit E, Landlord represents and warrants to Tenant that as of the Commencement Date to the knowledge of Landlord the Premises comply in all material respects with all Environmental Laws. 14
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9.3 Compliance; Clean-Up; Environmental Indemnification. Landlord shall retain responsibility for the ongoing remediations at the Premises, set forth on EXHIBIT E. Except as provided in the following sentence, Tenant shall, at Tenant's expense, comply with all applicable Environmental Laws to the extent such compliance is necessitated by events occurring after the Commencement Date. Landlord shall, at Landlord's expense, comply with all applicable Environmental Laws (a) to the extent such compliance is necessitated by events that occurred before the Commencement Date, and (b) affecting the Premises (i) set forth on Exhibit D until such time as the UST's have either been replaced or upgraded to comply with the Law requiring compliance by December 22, 1998 and all remediation has been completed until such time as Government closure has been received for such Premises whether or not the Hazardous Substances Discharge being remediated was discovered during the upgrade or replacement of the USTs, and (ii) set forth on Exhibit E until all remediation has been completed to Government closure. Except as expressly set forth hereinabove, any Hazardous Substances Discharge discovered after the Commencement Date shall be deemed to be an event that occurred after, and not before, the Commencement Date notwithstanding the fact that the discharge causing the contamination may have occurred in whole or in part before the Commencement Date. Any party required by this paragraph to comply with Environmental Laws (the "Clean-Up Obligor") shall, at the Clean-Up Obligor's own expense, make all submissions to, provide all information required by, and otherwise fully comply with all requirements of any Government arising under Environmental Laws with which such Clean-Up Obligor is required to comply. If any Government requires any clean-up plan or clean-up measures on account of Hazardous Substances Discharges for which a Clean-Up Obligor is responsible, such Clean-Up Obligor shall, at its own expense, prepare and submit the required plans and all related bonds and other financial assurances and shall promptly and diligently carry out all such clean-up plans. Any Clean-Up Obligor shall promptly provide the other party with all information reasonably requested by such other party regarding the Clean-Up Obligor's use, generation, storage, transportation or disposal of Hazardous Substances in, at, or about the Premises and the remediation efforts undertaken. 9.4 Indemnity. Tenant shall Indemnify Landlord against any Hazardous Substances Discharge for which Tenant is responsible under Paragraph 9.3. Landlord shall Indemnify Tenant against any Hazardous Substances Discharge for which Landlord is responsible under Paragraph 9.3. 10 Indemnification; Liability of Landlord. 10.1 Mutual Indemnity Obligations. Landlord and Tenant shall each Indemnify the other against: (a) any wrongful act, wrongful omission or negligence of the Indemnitor (and, in the case of (i) Tenant, that of any of Tenant's Subtenants, and (ii) Landlord, that of any Third Party Lessor ) or its or their partners, directors, officers, or employees; and (b) any breach or default by the Indemnitor under this Lease. In addition to and without limiting the generality of the foregoing indemnity, Tenant shall Indemnify Landlord and Third Party Lessors against all the following matters (except to the extent any claim arises from any wrongful act, wrongful 15
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omission or negligence of Landlord or any Third Party Lessor): (w) the operation or occupancy of the Premises; (x) any Construction Work performed during the Term; (y) the condition of the Premises or any street, curb or sidewalk adjoining the Premises, whether or not such condition existed before the Commencement Date; or of any vaults, tunnels, passageways or space under, adjoining or appurtenant to the Premises whether or not such condition existed before the Commencement Date; and (z) any accident, injury or damage whatsoever caused to any person occurring during the Term, in or on the Premises or upon or under the sidewalks adjoining the Premises. Notwithstanding anything to the contrary in this Lease, neither party shall be required to Indemnify the other party from or against such other party's intentional acts or negligence. This paragraph is not intended to cover Environmental Laws and Hazardous Substances Discharges, which are covered in Paragraph 9. 10.2 Liability of Landlord. Tenant is and shall be in exclusive control and possession of the Premises during the Term as provided in this Lease. Landlord shall not be liable for any injury or damage to any property or to any person occurring on or about the Premises nor for any injury or damage to any property of Tenant, or of any other person, during the Term. The provisions of this Lease permitting Landlord to enter and inspect the Premises are intended to allow Landlord to be informed as to whether Tenant is complying with the agreements, terms, covenants and conditions of this Lease, and to the extent permitted by this Lease, to perform such acts required by Landlord under this Lease and of Tenant as Tenant shall fail to perform. Such provisions shall not be construed to impose upon Landlord any obligation, liability or duty to third parties, but nothing in this Lease shall be construed to exculpate, relieve or Indemnify Landlord from or against any obligation, liability or duty of Landlord to third parties existing at or before the Commencement Date. 10.3 Indemnification Procedures. Wherever this Lease requires an Indemnitor to Indemnify an Indemnitee, the following procedures and requirements shall apply: 10.3.1 Prompt Notice. The Indemnitee shall give the Indemnitor prompt Notice of any claim. To the extent, and only to the extent, that both (a) the Indemnitee fails to give prompt Notice and (b) the Indemnitor is thereby prejudiced, the Indemnitor shall, except as otherwise required under a Third Party Lease, be relieved of its indemnity obligations under this Lease. 10.3.2 Selection of Counsel. The Indemnitor shall be required to select counsel reasonably acceptable to the Indemnitee. Counsel to the Indemnitor's insurance carrier shall be deemed satisfactory. Indemnitee may have its own counsel, at Indemnitee's expense, consult with Indemnitor's counsel. 10.3.3 Settlement. The Indemnitor may, with the consent of the Indemnitee, not to be unreasonably withheld, settle the claim, except that no consent by the Indemnitee shall be required as to any settlement by which (x) the Indemnitor procures (by payment, settlement, or otherwise) a release of the Indemnitee pursuant to which the Indemnitee is not required to make 16
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any payment whatsoever to the claimant, (y) neither the Indemnitee nor the Indemnitor acting on behalf of the Indemnitee makes any admission of liability, and (z) the continued effectiveness of this Lease is not jeopardized in any way. 10.4 Insurance Proceeds. The Indemnitor's obligations shall be reduced by net insurance proceeds actually collected by the Indemnitee on account of the loss. 10.5 Survival. All indemnities set forth in the Lease shall survive the termination or expiration of the Lease. 11 Right of Contest. 11.1 Tenant's Right. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease (any of the foregoing, a "Contest"). Tenant may defer payment of the contested Imposition or compliance with the contested Law or performance of any other contested obligation pending the outcome of the Contest, provided that such deferral does not subject the Premises to any risk of imminent forfeiture or Fee Mortgage Foreclosure or Landlord to any risk of criminal liability. 11.2 Landlord's Obligations and Protections. Landlord shall not be required to join in any Contest unless a Law shall require that such Contest be brought in the name of Landlord or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant, as Tenant shall reasonably request, so as to permit such Contest to be brought in Landlord's name. Tenant shall pay all reasonable costs and expenses (including Legal Costs) incident to a Contest. Tenant shall Indemnify Landlord against any Contest brought by Tenant. 11.3 Miscellaneous. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's Contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such Contest to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final determination of Tenant's Contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any Contest. Tenant's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall not be to the exclusion of Landlord, and Landlord shall have the right to contest the foregoing upon notice to Tenant. 17
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12 Insurance. 12.1 Tenant to Insure. Tenant shall, at Tenant's sole cost and expense, during the Term, maintain the following insurance (or its then reasonably available equivalent) or such greater coverage as may be required by a Third Party Lease: 12.1.1 Building. Building insurance providing coverage for the Premises and all equipment, fixtures, and machinery at or in the Premises, against loss, damage, and destruction by fire and other hazards encompassed under broad form coverage as may be customary for like properties in the County (but Tenant shall in no event be required to maintain earthquake or war risk insurance) from time to time during the Term, in an amount not less than 80% of the replacement value of the insurable buildings, structures, improvements and equipment (excluding excavations and foundations) located at the Premises, but in any event sufficient to avoid co-insurance. To the extent customary for like properties at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located at the Premises; an "increased cost of construction" endorsement; and an endorsement covering demolition and cost of debris removal. 12.1.2 Liability. General public liability insurance against claims for personal injury, death or property damage occurring upon, in or about the Premises and adjoining streets and passageways. The coverage under all such liability insurance shall be at least $50 million in the aggregate for any Lease year, $5 million in respect of injury or death to a single person, and at least $10 million, in respect of any one accident, and not less than full replacement value for property damage. Landlord shall be entitled from time to time, upon 180 days' Notice to Tenant, to increase the dollar limits set forth in this paragraph, subject to the following limitations, which shall be cumulative: (a) such increased limits shall never exceed the limits initially set forth plus an increase proportionate to the increase in the consumer price index from the Commencement Date to the adjustment date, rounded to the nearest $1,000,000; (b) such limits shall never exceed the limits customarily maintained for similar commercial properties located in the County; and (c) Landlord shall not be entitled to increase such limits more frequently than once every three years. 12.1.3 Workers' Compensation. Workers' compensation insurance covering all persons employed in connection with any Construction Work or operation of the Premises, and with respect to whom any claim could be asserted against Landlord or the Fee Estate. 12.1.4 Other. All other insurance as Tenant determines appropriate in the exercise of Tenant's reasonable business judgment. 12.2 Nature of Insurance Program. Tenant may provide any insurance required by this Lease pursuant to a "blanket" or "umbrella" insurance policy, provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the 18
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Premises, which amount(s) shall not be subject to reduction on account of claims made with respect to other properties and (ii) such policy otherwise complies with this Lease. 12.3 Policy Requirements and Endorsements. All insurance policies required by this Lease shall contain (by endorsement or otherwise) the following provisions: 12.3.1 Additional Insureds. Liability insurance policies shall name as additional insureds Landlord, its subsidiaries, Third Party Lessors and Fee Mortgagees. 12.3.2 Primary Coverage. All policies shall be written as primary policies not contributing with or in excess of any coverage that Landlord may carry. 12.3.3. Tenant's Acts or Omissions. Each policy shall include, if available without additional cost, a provision that any act or omission of Tenant shall not prejudice any party's rights (other than Tenant's) under such insurance coverage. 12.3.4 Contractual Liability. Policies of liability insurance shall contain contractual liability coverage, relating to Tenant's indemnity obligations under this Lease, to the extent ordinarily insured. 12.3.5 Insurance Carrier Standards. Each insurance carrier shall be authorized to do business in the State and shall have a "Best's" rating of at least B+-VI. 12.3.6 Notice to Landlord. The insurance carrier shall undertake to give Landlord 60 days' prior Notice of cancellation or amendment. Failure to give such Notice shall not adversely affect the rights or increase the obligations of the insurance carrier. 12.4 Deliveries to Landlord. Upon Notice to such effect by Landlord, Tenant shall deliver to Landlord and Third Party Lessors certificates and or certified copies of the insurance policies required by this Lease, endorsed "Paid" or accompanied by other evidence that the premiums for such policies have been paid, at least thirty days before expiration of any then current policy. 12.5 Tenant's Inability to Obtain Insurance. So long as (a) any insurance required by this Lease should, after diligent effort by Tenant, be unobtainable at commercially reasonable rates through no act or omission by Tenant and (b) Tenant shall obtain the maximum insurance reasonably obtainable and give Notice to Landlord of the extent of Tenant's inability to obtain any insurance required to be maintained under this Lease, then unless Tenant's inability to procure and maintain such insurance results from some activity or conduct not within Tenant's reasonable control, Tenant's obligation to procure and maintain such insurance as is unobtainable shall be excused, but only so long as conditions (a) and (b) are satisfied. Notwithstanding the foregoing, if Tenant, after diligent effort, is unable to obtain any insurance required by this 19
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Lease, Landlord shall have the right to obtain such insurance and shall charge the cost of such insurance to Tenant as Additional Rent. 12.6 Waiver of Certain Claims. To the extent that Landlord or Tenant purchases any hazard insurance relating to the Premises, the party purchasing such insurance shall attempt to cause the insurance carrier to agree to a Waiver of Subrogation. If any insurance policy cannot be obtained with a Waiver of Subrogation, or a Waiver of Subrogation is obtainable only by the payment of an additional premium, then the party undertaking to obtain the insurance shall give Notice of such fact to the other party. The other party shall then have 10 Business Days after receipt of such Notice either to place the insurance with a company that is reasonably satisfactory to the other party and that will issue the insurance with a Waiver of Subrogation at no additional cost, or to agree to pay the additional premium if such a policy can be obtained only at additional cost. To the extent that the parties actually obtain insurance with a Waiver of Subrogation, the parties release each other, and their respective authorized representatives, from any claims for damage to any person or the Premises that are caused by or result from risks insured against under such insurance policies, but only to the extent of the available insurance proceeds. 12.7 No Representation of Adequate Coverage. Neither party makes any representation, or shall be deemed to have made any representation, that the limits, scope, or form of insurance coverage specified in this Article are adequate or sufficient. 13 Damage or Destruction. 13.1 Notice; No Rent Abatement. Tenant shall promptly give Landlord Notice of any Casualty. There shall be no abatement or reduction of Fixed Rent or Additional Rent on account of a Casualty. Tenant shall with reasonable promptness restore the damaged improvements as nearly as may be practicable to their condition, quality, and class immediately prior to such Casualty, with such changes or alterations (including demolition) as Tenant shall elect to make in conformity with this Lease, all at Tenant's sole cost and expense. 13.2 Adjustment of Claims; Use of Insurance Proceeds. Tenant shall be solely responsible for the adjustment of any insurance claim. All proceeds of building or hazard insurance shall be paid to Tenant to be held and applied in compliance with this Lease. 14 Condemnation. 14.1 Substantial Condemnation. If a Substantial Condemnation of any Premises shall occur, then this Lease shall terminate as to such Premises as of the effective date of such Substantial Condemnation, such Premises shall be deemed to be deleted from Exhibit A or Exhibit B, and the Rent shall be reduced accordingly. The proceeds of the Substantial Condemnation shall belong entirely to Landlord or Third Party Lessor, other than such award(s) as Tenant may be entitled to receive for moving expenses, trade fixtures and the like, provided 20
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that such awards to Tenant do not reduce Landlord's share of the award or conflict with a Third Party Lease. 14.2 Insubstantial Condemnation. If an Insubstantial Condemnation at any Premises shall occur, then subject to the terms of any Fee Mortgage to the contrary, any award or awards shall be paid to Tenant to be applied first to repair, restoration or reconstruction of any remaining part of the improvements not so taken. If the award(s) for any such Insubstantial Condemnation is not sufficient to pay for said repair, restoration or reconstruction, Tenant shall be responsible for completing same at Tenant's sole cost and expense. Tenant shall perform such repair, restoration or reconstruction in accordance with applicable requirements of this Lease. The balance of any such award or awards remaining after the repair, restoration or reconstruction shall be distributed to Landlord. From and after the effective date of the Insubstantial Condemnation, Fixed Rent shall be adjusted as follows. New Fixed Rent shall equal Fixed Rent, as it would have been determined without regard to the Insubstantial Condemnation, multiplied by a fraction whose numerator is the total value of the Premises after the Insubstantial Condemnation and whose denominator is the total value of the Premises immediately before the effective date of such Insubstantial Condemnation and without considering such Insubstantial Condemnation or the expectation thereof. 14.3 Temporary Condemnation. If a Temporary Condemnation shall occur with respect to any Premises, Rent shall not abate and, subject to the terms of any Fee Mortgage or Third Party Lease to the contrary, Tenant will be entitled to receive any award or payment. 14.4 Other Governmental Action. In the event of any action by any Government not resulting in a Condemnation but creating a right to compensation, such as the changing of the grade of any street upon which the Premises abut, then this Lease shall continue in full force and effect without reduction or abatement of Rent and subject to the terms of any Fee Mortgage or Third Party Lease to the contrary, Tenant shall be entitled to receive the award or payment made in connection with such action. 14.5 Prompt Notice. If either party becomes aware of any Condemnation or threatened or contemplated Condemnation, then such party shall promptly give Notice thereof to the other party. 15 Transfers by Landlord. 15.1 Landlord's Right to Convey. Landlord shall be entitled to convey the Fee Estate of any Premises from time to time subject to the terms and conditions of this Lease. Without limiting Tenant's remedies on account of any such transaction, if Landlord conveys the Fee Estate in violation of this paragraph, then: (x) such transaction shall be null, void, and of no force or effect; (y) notwithstanding the foregoing, Tenant shall be entitled to equitable relief requiring the cancellation and rescission of such transaction; and (z) Tenant shall be entitled to have such 21
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violating Premises deleted from this Lease. Any conveyance of the Fee Estate shall not terminate or impair any of the grantor's obligations as Landlord under this Lease. 15.2 Landlord's Mortgages. This Lease shall be subject and subordinate to all existing Fee Mortgages. This Lease and the Leasehold Estate hereunder shall be subject and subordinate to all subsequent Fee Mortgages and the rights of holders of such Fee Mortgages where a non-disturbance agreement is obtained whereunder Tenant's rights under this Lease will not be disturbed upon any foreclosure or other exercise of remedies under a Fee Mortgage, and provides such other similar assurances as Tenant shall reasonably request. This Lease and Leasehold Estate hereunder shall be prior and superior to all subsequent Fee Mortgages where a non-disturbance agreement has not been obtained, except as otherwise set forth in a Third Party Lease. 15.3 Zoning Lots. Without Tenant's prior written consent, which Tenant shall not unreasonably withhold, Landlord shall not enter into any agreement or instrument by which the Premises are combined with any other real property for purposes of any Law governing zoning, bulk, development rights, or any similar matter, or by which any rights arising under such Laws to develop the Premises are transferred to any other real property. 16 Transfers by Tenant and Dealer Leases. 16.1 Tenant's Limited Right. Tenant may not assign, mortgage, pledge or transfer all of this Lease (collectively, a "Transfer") without Landlord's consent, which consent shall not be unreasonably withheld provided that the assignee is no less credit worthy than Tenant. Tenant may not assign any part(s) of this Lease and it is deemed reasonable for Landlord to refuse to grant its consent therefor. Any permitted assignee of Tenant shall assume all obligations and liabilities of Tenant under this Lease and if not so assumed, Tenant shall continue to remain liable and responsible under this Lease. In no event shall Tenant be relieved from its liabilities and obligations incurred or accruing prior to the assignment. Tenant shall promptly notify Landlord of the completion of any approved Transfer. 16.2 Dealer Leases. Landlord hereby assigns to Tenant, and Tenant hereby assumes Landlord's interest in any leases of the Premises to all Dealers. From the Commencement Date to the end of the Term, Tenant shall be entitled to all rentals paid by Dealers and during such period Tenant shall perform all of the obligations under each such Dealer lease attributable to lessor therein. Except for those Dealer leases set forth in EXHIBIT F, to Landlord's knowledge, Landlord represents that all such Dealer leases are currently in full force and effect and that there are no defaults by any party under the terms of such leases. 16.3 Tenant's Right to Sublet. Subject to the terms of any Third Party Lease, Tenant may enter into a Sublease for the permitted uses set forth in Paragraph 5, extend, renew or modify any Sublease, consent to any subleasing (or further levels of subleasing) (all of which shall be within the defined term "Sublease," and the occupants thereunder shall all be deemed "Subtenants"), 22
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terminate any Sublease or evict any Subtenant, all without Landlord's consent. The term of any Sublease (including renewal options thereof,) shall not extend beyond the Term (including only any Renewal Options previously exercised by Tenant). If Tenant enters into any Sublease, then such Sublease shall be subordinate to this Lease. If Tenant desires to enter into a Sublease for a use other than the permitted uses set forth in Paragraph 5, any such Sublease shall require Landlord's consent, which, except as provided in the following sentence or under any Third Party Lease, shall not be unreasonably withheld. Landlord may withhold consent to a Sublease if it, in its sole judgment, it determines that (i) valuable licenses and permits will be lost as a result of the proposed Sublease or (ii) Tenant's intended new use for the Premises will make the premises materially less valuable. In the event that Landlord grants its consent to a Sublease for lawful purposes other than the permitted uses set forth in Paragraph 5, before commencing such new Sublease Tenant shall at its expense remove all UST's and contaminated soil, if any, before the commencement of the Sublease term. Thereafter, Tenant shall at its expense complete all environmental investigations and/or remediations as may be required by governmental authorities. Tenant hereby assigns, transfers and sets over to Landlord all of Tenant's right, title, and interest in and to each Sublease entered into by Tenant from time to time, together with all subrents or other sums of money due and payable under such Sublease and all security deposited with Tenant under such Sublease. Such assignment shall, however, become effective and operative only if this Lease shall expire or be terminated or canceled, or if Landlord re-enters or takes possession of the Premises pursuant to this Lease, following (in either case) the expiration of all applicable cure periods. Notwithstanding the foregoing, Tenant agrees, that upon the request of Landlord, all subtenancies, as specified by Landlord, for the sale of petroleum products will be terminated before the expiration, termination or cancellation of this Lease. 16.4 Leasehold Mortgages. Notwithstanding anything in this Lease to the contrary, Tenant shall not have the right, without Landlord's consent, to execute and deliver Leasehold Mortgage(s) encumbering this Lease and the Leasehold Estate. 16.5 No Release. No Transfer or Sublease shall affect or reduce any of Tenant's obligations or Landlord's rights under this Lease. All obligations of Tenant under this Lease shall continue in full force and effect notwithstanding any Sublease or Transfer. 17 Quiet Enjoyment. Landlord covenants that, so long as Landlord has not terminated this Lease on account of an Event of Default by Tenant, Tenant shall and may peaceably and quietly have, hold and enjoy the Premises for the Term without molestation or disturbance by or from Landlord or anyone claiming by or through Landlord or having title to the Premises paramount to Landlord, and free of any encumbrance created or suffered by Landlord, except Permitted Exceptions, provided, however, that the foregoing shall not apply if Landlord loses possession under a Third Party Lease for any reason other than Landlord's default thereunder. 23
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18 Default by Tenant; Remedies. 18.1 Definition of "Event of Default." The term "Event of Default" shall mean and refer to the occurrence of any one or more of the following circumstances: 18.1.1 Monetary Default. If a Monetary Default shall occur and the Monetary Default shall continue for 10 days after Landlord has given Tenant Notice of such Monetary Default, specifying in reasonable detail the amount of money required to be paid by Tenant and the nature of such payment. Monetary Defaults shall include, without limitation, failure by Tenant to pay any item of Rent, Additional Rent or any other charge or sum required to be paid by Tenant hereunder. 18.1.2 Non-Monetary Default. Except for those Non-Monetary Defaults set forth below which cannot be cured within 30 days, if a Non-Monetary Default shall occur and the Non-Monetary Default shall continue and not be remedied by Tenant within 30 days after Landlord shall have delivered to Tenant a Notice describing the same in reasonable detail, or, in the case of a Non-Monetary Default that cannot with due diligence be cured within 30 days from such Notice, if Tenant shall not (x) within 30 days from Landlord's Notice advise Landlord of Tenant's intention to take all reasonable steps necessary to remedy such Non-Monetary Default, (y) duly commence the cure of such Non-Monetary Default within such period, and then diligently prosecute to completion the remedy of the Non-Monetary Default and (z) complete such remedy within a reasonable time under the circumstances. Non-Monetary Defaults shall include, without limitation, (a) if Tenant shall make an assignment for the benefit of its creditors; (b) if any petition shall be filed against Tenant in any court, whether or not pursuant to any statute of the United States or of any State, in any bankruptcy, reorganization, composition, extension, arrangement or insolvency proceedings, and Tenant shall thereafter be adjudicated bankrupt, or if such proceedings shall not be dismissed within ninety (90) days after the institution of the same; or if any such petition shall be so filed by Tenant or a liquidator; (c) if, in any proceeding, a receiver, receiver and manager, trustee or liquidator be appointed for all or any portion of Tenant's property, and such receiver, receiver and manager, trustee or liquidator shall not be discharged within ninety (90) days after the appointment of such receiver, receiver and manager, trustee or liquidator; (d)Tenant shall fail to perform any covenant required by the Distribution Agreement which failure shall continue beyond such cure periods, if any, as are provided for in such Distribution Agreement; or (e) a default under any Third Party Lease or under the provisions of a Fee Mortgage which affect Tenant's use of the Premises. 18.2 Remedies. If an Event of Default occurs, then Landlord shall, at Landlord's option, have any or all of the following remedies, all of which shall be cumulative (so that Landlord's exercise of one remedy shall not preclude Landlord's exercise of another remedy), in addition to such other remedies as may be available at law or in equity or pursuant to any other terms of this Lease. Landlord's remedies shall include, without limitation: 24
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18.2.1 Termination of Tenant's Rights. Landlord may terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease and the Term shall terminate (and such date of termination shall be the Termination Date) and Tenant shall immediately surrender possession of all of the Premises to Landlord. 18.2.2 Taking of Possession. Landlord may re-enter and take possession of any or all of the Premises with or without process of law and remove Tenant, with or without having terminated this Lease. This is intended to constitute an express right of re-entry on Landlord's part. 18.2.3 Security Devices. Landlord may change the locks and other security devices providing admittance to the Premises. 18.2.4 Conditional Limitation. Landlord may serve upon Tenant a 10-day notice of cancellation and termination of this Lease. Upon the expiration of such 10-day period, this Lease and the Term shall automatically and without any action by anyone terminate, expire and come to an end, by the mere lapse of time, as fully and completely as if the expiration of such 10-day period were the Termination Date. The passage of such 10-day period constitutes the limit beyond which Tenant's tenancy no longer exists. Tenant shall then quit and surrender the Premises to Landlord but Tenant shall remain liable as provided for in this Lease. It is a conditional limitation of this Lease that the Term shall terminate and expire as set forth in this paragraph. This paragraph is intended to establish a conditional limitation and not a condition subsequent. 18.2.5 Injunction of Tenant's Breaches. Landlord shall be entitled to obtain a court order enjoining Tenant from continuing conduct constituting a breach of Tenant's covenants in this Lease. Tenant specifically acknowledges that damages would not constitute an adequate remedy for Tenant's breach of any non-monetary covenant contained in this Lease. 18.2.6 Damages. Landlord may recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including the costs of recovering possession, reletting the Premises, and any and all other damages legally recoverable by Landlord. Such damages shall include, at Landlord's election, either (a) the Rent provided for in this Lease, when and as due and payable pursuant to this Lease, less (in the case of this clause "b" only) Landlord's actual proceeds of reletting net of Landlord's actual reasonable costs of reletting, or (b) the entire amount of Rent due for the entire Term (or Renewal Term if applicable) shall accelerate and immediately become due and payable. Landlord may recover such damages at any time after Tenant's default, including after expiration of the Term. 18.2.7 Continue Lease. Landlord may at Landlord's option maintain Tenant's right to possession, in which case this Lease shall continue in effect and Landlord shall be entitled to continue to enforce this Lease, including the right to collect Rent and the right to any remedies for nonpayment. 25
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18.3 Mitigation of Damages. Landlord agrees to take all commercially reasonable steps necessary or appropriate to mitigate any damages that Landlord may suffer on account of an Event of Default under this Lease. Without limiting the preceding sentence, Landlord shall diligently endeavor to relet the Premises under any circumstances where such reletting would mitigate Landlord's damages. 18.4 Tenant's Late Payments. If Tenant makes any payment required under this Lease after such payment is first due and payable, then in addition to any other remedies Landlord may have under this Lease, and without reducing or adversely affecting any of Landlord's other rights and remedies, Tenant shall pay Landlord within 10 days after demand interest on such late payment, at an interest rate equal to the Prime Rate plus 3%, beginning on the date such payment was first due and payable and continuing until the date when Tenant actually makes such payment. 18.5 Landlord's Right to Cure. If Tenant shall at any time fail to make any payment or perform any other act on its part to be made or performed pursuant to this Lease, then Landlord, after ten (10) Business Days' Notice to Tenant, or with such notice (if any) as is reasonably practicable under the circumstances in case of an emergency, and without waiving or releasing Tenant from any obligation of Tenant or from any default by Tenant and without waiving Landlord's right to take such action as may be permissible under this Lease as a result of such Default, may (but shall be under no obligation to) make such payment or perform such act on Tenant's part to be made or performed pursuant to this Lease. Landlord may enter upon the Premises for such purpose, and take all such action on the Premises, as may be reasonably necessary under the circumstances, but in doing so shall not unreasonably interfere with the conduct of operations on the Premises by Tenant or anyone claiming through Tenant and shall comply with Tenant's reasonable instructions. Tenant shall reimburse Landlord, as Additional Rent (within 10 days after Notice from Landlord accompanied by reasonable backup documentation), for all reasonable sums paid by Landlord and all costs and expenses reasonably incurred by Landlord, together with Landlord's Legal Costs, in connection with the exercise of Landlord's cure rights under this paragraph. 18.6 Holding Over. The parties recognize and agree that if for any reason or no reason Tenant remains in the Premises after the Termination Date, then Landlord will suffer injury that is substantial, difficult or impossible to measure accurately. Therefore, if both (a) Tenant remains in the Premises after the Termination Date (for any month or partial month), for any reason or no reason, and (b) either (i) Landlord at any time gives Tenant Notice that Landlord elects to require Tenant to pay the liquidated damages described in this paragraph or (ii) as of the date 31 days after the Termination Date, Landlord has not commenced holdover proceedings against Tenant or otherwise proceeded to remove Tenant from the Premises, then in addition to any other rights or remedies available to Landlord, Tenant shall pay to Landlord, as liquidated damages and not as a penalty, for each month (or portion of a month) during which Tenant holds over in the Premises after the Termination Date, a sum equal to: 120% (for the first month or partial month of holding over), 140% (for the second month or partial month of holding over), 26
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and 150% (for each subsequent month or partial month of holding over) times the Rent, including Additional Rent, payable under this Lease for the month in which the Termination Date occurs. 18.7 Legal Costs. Provided in each and every case that Landlord prevails, Tenant shall pay Landlord, as Additional Rent, all Legal Costs and any other out-of-pocket costs incurred by Landlord on account of any litigation or dispute between Landlord and Tenant, or claim made by Landlord against Tenant, arising from this Lease, a Third Party Lease or the landlord-tenant relationship under this Lease, or on account of Landlord's enforcement of this Lease upon Tenant's default. In addition, subject to the same proviso, Tenant shall reimburse Landlord for all Legal Costs and any other out-of-pocket costs incurred by Landlord in any litigation to enforce or interpret this Lease or seek declaratory or injunctive relief against Tenant in connection with this Lease; to exercise Landlord's remedies against Tenant upon an Event of Default under this Lease or pursuant to Law; to regain or attempt to regain possession of the Premises or otherwise terminate this Lease; and in any proceeding under the federal bankruptcy code, or under any similar statute affecting Tenant. 18.8 Waivers. Landlord and Tenant irrevocably waive all rights to trial by jury in any action, proceeding, counterclaim or other litigation arising out of or relating to this Lease, the relationship of Landlord and Tenant under this Lease, the enforcement of this Lease, Tenant's use or occupancy of the Premises, any claim of injury or damage arising between Landlord and Tenant, or any actions of Landlord in connection with or relating to the enforcement of this Lease. Tenant waives any right of redemption provided for by Law. 18.9 Accord and Satisfaction; Partial Payments. No payment by Tenant or receipt by Landlord of a lesser amount than the amount required to be paid by Tenant under this Lease shall be deemed to be other than a payment on account by Tenant, nor shall any endorsement or statement on any check or any letter accompanying any check or payment of Rent be deemed an accord or satisfaction. Landlord may accept any such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy for nonpayment, including termination of this Lease and commencement of a summary dispossess proceeding. Notwithstanding any endorsement on any check or any statement to the contrary in any letter accompanying any check or payment, Landlord shall apply any partial payments of back Rent made by Tenant to the oldest outstanding Rent under this Lease, except to the extent Landlord elects otherwise in its sole and absolute discretion. 18.10 Cross-Default. Any default by Tenant under the Distribution Agreement which remains uncured during the applicable grace period, shall be an Event of Default under this Lease. In addition, any default under a Third Party Lease which remains uncured during the applicable grace period shall be an Event of Default under this Lease and any default under this Lease pertaining to a single or to multiple Premises shall be an Event of Default pertaining to all Premises. 27
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19 Termination. Upon the Termination Date for any or all Premises, all improvements (including UST's) constituting part of the Premises shall become Landlord's property (subject to Permitted Exceptions), and Tenant shall deliver to Landlord possession of the Premises, in good condition and state of repair free of violations of Law and Environmental Laws, free of Hazardous Substances and free of all Subleases and tenancies except as otherwise set forth in Paragraph 16.3. In addition, upon such termination Tenant shall assign to Landlord, without recourse, all assignable licenses and permits affecting the Premises and all assignable contracts, warranties and guarantees then in effect relating to the Premises, together with all unpaid insurance awards and rights against insurance carriers as to then-existing insurance claims relating to the Premises. In addition, Tenant shall deliver to Landlord any unapplied building insurance proceeds in Tenant's possession. Tenant's personal property and equipment not removed from the Premises within 30 days after the Termination Date shall be deemed abandoned. Tenant shall continue to completion after the Termination Date any environmental remediations as required by Environmental Law and shall continue to pay Rent (including Additional Rent) for any Premises which are rendered substantially unusable because of the remediation activities. 20 Notices. All Notices shall be in writing and shall be addressed to Landlord and Tenant as set forth below. Notices shall be (i) delivered personally to the addresses set forth below, (ii) by Federal Express or other courier service to the addresses set forth below, in which case they shall be deemed delivered on the date of delivery (or when delivery has been attempted twice, as evidenced by the written report of the courier service) to the address(es) set forth below; or (iii) sent by certified mail, return receipt requested, in which case they shall be deemed delivered three Business Days after deposit in the United States mail, provided that no postal strike is then in effect. Either party may change its address by giving Notice in compliance with this Lease. Notice of such a change shall be effective only upon receipt. The addresses of the parties are: Landlord: 125 Jericho Turnpike, Jericho, New York 11753 Attention: Real Estate Manager Tenant: 125 Jericho Turnpike, Jericho, New York 11753 Attention: President 21 No Broker. Landlord and Tenant each represents and warrants to each other that it did not engage any broker or finder in connection with this Lease and that no person is entitled to any commission or finder's fee on account of any agreements or arrangements made by such party with any broker or 28
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finder. Each party shall Indemnify the other party against any breach of the foregoing representation by the Indemnitor. 22 Economic Abandonment. If during the Term Tenant determines that a Service Station Premises has become uneconomic or unsuitable for its own use and occupancy and Tenant has discontinued use of the Service Station Premises or intends to discontinue use of the Service Station Premises for a period of not less than one year from the date of said determination, Tenant shall have the right to cease selling motor fuels and sublease such Service Station Premises for any lawful use by giving notice to Landlord of Tenant's intention so to sublease. Said notice shall be delivered to Landlord at least sixty (60) days prior to the effective date of such termination specified in said notice and shall be accompanied by a certificate of an officer of Tenant to the effect that Tenant has determined that the Service Station Premises has become uneconomic or unsuitable for its then use and occupancy as a service station/convenience store and the Tenant has discontinued or intends to discontinue use of the Service Station Premises for a period of not less than one (1) year from the date of said determination. Any such Sublease shall be subject to Paragraph 16.3 except that Landlord's consent shall not be required. Prior to the commencement of such sublease term Tenant shall remove the UST's and any contaminated soil, and thereafter Tenant shall perform all requisite environmental investigations and/or remediations. Tenant shall be limited to ten (10) economic abandonments (non-cumulative) during any lease year during the Term. For Petroleum Terminal Premises and the Premises subject to Third Party Leases, Tenant shall have no right of economic abandonment under this Paragraph or otherwise. 23 Third Party Leases. 23.1 Subordination: Conflict. The rights of Tenant hereunder are at all times subject to the terms and provisions of the Third Party Leases and Tenant agrees to perform all of Landlord's obligations, as lessee, to be performed by it under the Third Party Leases' initial terms and all renewal terms except that Landlord shall remit the rent due to the Third Party Lessors. In the event that there is any conflict between the terms and conditions of this Lease and the terms and conditions of any Third Party Lease, the terms and conditions of the Third Party Lease shall control. In the event that the Third Party Lease is terminated for any reason, Tenant acknowledges and agrees that the term of this Lease as applicable to the Third Party Lease Premises shall end 30 days prior to the termination of the Third Party Lease. Landlord disclaims any warranties, express or implied, that it has the right pursuant to the Third Party Lease to enter into this Lease. 23.2 Renewal Options. Landlord has the right to exercise all renewal options under all Third Party Leases and Tenant has the right, but not the obligation, to sublease any such Premises during any such Third Party Leases renewal options. Tenant is not obligated to sublease any such Premises after the first to occur of (i) the end of the term of the Third Party Lease in effect on the date hereof, or (ii) January 31, 2012. In the event that Tenant elects to 29
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continue to sublease such Premises beyond the end of the term of a Third Party Lease, Tenant shall give Landlord notice of such election not less than 60 days prior to the date that notice is due to Third Party Lessor and Landlord agrees to give such notice to the Third Party Lessor pursuant to the terms of the Third Party Lease. 23.3 Renewals. Landlord covenants and agrees that from time to time it will use all commercially reasonable efforts to renew all Third Party Leases which expire on or prior to the end of the Initial Term or applicable Renewal Term (where such Third Party Leases do not contain Renewal Options) on terms and conditions acceptable to both Landlord and Tenant. Tenant shall advise Landlord not less than one (1) year prior to the expiration of a Third Party Lease if Tenant does not desire to continue its tenancy at such Premises, in which event Landlord will not renew the Third Party Lease for that Premises for Tenant's use but may renew for Landlord's other purposes, including subleasing to a third party. In the event that Tenant does not give Landlord the notice as aforesaid. Tenant shall be deemed to have agreed to renew the Lease as to such Premises on the terms and conditions negotiated by Landlord with the Third Party Lessor. In the event that Tenant does give Landlord the notice as aforesaid, the Lease as to such Premises shall expire and terminate at the end of the then current term of the applicable Third Party Lease. 24 Waivers. 24.1 No Waiver by Silence. Failure of either party to complain of any act or omission on the part of the other party shall not be deemed a waiver by the noncomplaining party of any of its rights under this Lease. No waiver by either party at any time, express or implied, of any breach of any provisions of this Lease shall be a waiver of a breach of any other provision of this Lease or a consent to any subsequent breach of the same or any other provision. No acceptance by Landlord of any partial payment shall constitute an accord or satisfaction but shall only be deemed a part payment on account. 24.2 No Landlord's Lien. Landlord confirms and acknowledges that Landlord has no lien or security interest in any personal property of Tenant located in, on or at the Premises, and that such personal property shall not constitute security for payment of any Rent. If, at any time after the Commencement Date, any statute or principle of law would grant Landlord any such lien or security interest, then Landlord hereby waives the benefit of any such statute and such lien. Landlord further agrees to execute such documentation, in recordable form, as Tenant shall reasonably require to confirm the foregoing waiver. 25 Further Assurances; Additional Deliveries. 25.1 Estoppel Certificates. At any time and from time to time, upon not less than 10 Business Days' prior written request by either party to this Lease (the "Requesting Party"), the other party to this Lease (the "Certifying Party") shall execute, acknowledge and deliver to the Requesting Party (or directly to a third party whose name and address are provided by the 30
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requesting party) up to four original counterparts of an Estoppel Certificate. Any Estoppel Certificate may be relied upon by any third party to whom an Estoppel Certificate is required to be directed. 25.2 Equipment Liens. If at any time or from time to time Tenant desires to enter into or grant any Equipment Liens, then upon Tenant's request Landlord shall enter into such customary documentation (with a detailed description) with respect to the property leased or otherwise financed or encumbered pursuant to such Equipment Liens as Tenant shall request, providing for matters such as the following: (a) Landlord's waiver of the right to take possession of such property upon occurrence of an Event of Default; and (b) customary agreements by Landlord to enable the secured party to repossess such property without damage to the Premises in the event of a default by Tenant permitting such secured party to exercise remedies under its Equipment Lien. Any such Equipment Lien shall be subordinate to this Lease. Notwithstanding the foregoing, Landlord shall have no obligation to approve Equipment Liens for subtenants and Tenant shall prevent its subtenants from creating any Equipment Liens. 25.3 Further Assurances. Each party agrees to execute and deliver such further documents, and perform such further acts, as may be reasonably necessary to achieve the intent of the parties with respect to Tenant's leasing of the Premises from Landlord, as set forth in this Lease. 26 Miscellaneous. 26.1 Force Majeure. Each party's obligation to perform or observe any term, condition, covenant or agreement on such party's part to be performed or observed pursuant to this Lease (other than any obligation to pay money when due) shall be suspended during such time as such performance or observance is prevented or delayed by reason of any Unavoidable Delay. 26.2 Performance Under Protest. If a dispute arises regarding performance of any obligation under this Lease, the party against which such obligation is asserted shall have the right to perform it under protest, which shall not be regarded as voluntary performance. A party that shall have performed under protest shall have the right to institute appropriate proceedings to recover any amount paid or the reasonable cost of otherwise complying with any such obligation, together with interest at the Prime Rate on funds expended. 26.3 Legal Costs, Generally. If either party prevails in any litigation or other dispute relating to the enforcement or interpretation of this Lease, then the losing party shall promptly after Notice (accompanied by reasonable backup documentation), reimburse the prevailing party's Legal Costs incurred in such litigation or other dispute. 26.4 Access. Landlord and its agents, representatives and designees shall have the right to enter the Premises upon reasonable notice to Tenant during regular business hours, and in accordance with Tenant's reasonable instructions, for the purpose of complying with Landlord's 31
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specific obligations pursuant to this Lease and for the purpose of curing Tenant's defaults of which Landlord shall have given Tenant prior Notice or to exhibit the Premises in connection with the mortgaging or sale of the Fee Estate in compliance with this Lease. In entering the Premises pursuant to this paragraph, Landlord and its designees shall use reasonable efforts not to interfere with the conduct of operations on the Premises by Tenant or anyone claiming through Tenant, and shall comply with Tenant's reasonable instructions. Landlord shall Indemnify Tenant against any claims arising from Landlord's entry upon the Premises pursuant to this paragraph or any other provision of this Lease permitting Landlord to enter the Premises (except upon termination of this Lease). 26.5 Vault Space. Any vaults and other areas now existing or subsequently built extending beyond the building line of the Premises are not included within the Premises, but Tenant may occupy and use the same during the Term, subject to applicable Laws and payment of all applicable Impositions. No revocation by any Government of any license or permit to maintain and use any such vaults shall in any way affect this Lease or the Rent due and owing hereunder. 26.6 No Third Party Beneficiaries. Nothing in this Lease shall be deemed to confer upon any person (other than Landlord, Tenant, Third Party Lessors or Fee Mortgagees) any right to insist upon, or to enforce against Landlord or Tenant, the performance or observance by either party of its obligations under this Lease. 26.7 Amendment. Any modification or amendment to this Lease must be in writing signed by Landlord and Tenant. 26.8 Partial Invalidity. If any term or provision of this Lease or the application of such term or provision to any party or circumstance shall to any extent be invalid or unenforceable, then the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected by such invalidity. All remaining provisions of this Lease shall be valid and be enforced to the fullest extent permitted by law. 26.9 Successors and Assigns. This Lease shall bind and benefit Landlord and Tenant and their successors and assigns, but this shall not limit or supersede any transfer restrictions contained in this Lease. 27 Interpretation; Execution and Application of Lease. 27.1 Governing Law. This Lease and its interpretation and performance shall be governed, construed and regulated by the laws of the State of New York, without regard to principles of conflict of laws. 27.2 Counterparts. This Lease may be executed in counterparts. 32
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27.3 Reasonableness. Wherever this Lease states that approval by either party shall not be unreasonably withheld: (a) such approval shall not be unreasonably delayed or conditioned; and (b) no withholding of approval shall be deemed reasonable unless withheld by Notice specifying reasonable grounds, in reasonable detail, for such withholding of approval, and indicating specific reasonable changes in the proposal under consideration that would cause such proposal to be acceptable. 27.4 Interpretation. No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion of this Lease. The parties have both participated substantially in the negotiation, drafting and revision of this Lease with representation by counsel and such other advisers as they have deemed appropriate. The words "include" and "including" shall be construed to be followed by the words: "without limitation." 27.5 Delivery of Drafts. Neither Landlord nor Tenant shall be bound by this Lease unless and until each party shall have executed at least one counterpart of this Lease and delivered such executed counterpart to the other party. The submission of draft(s) of this Lease or comment(s) on such drafts shall not bind either party in any way and such draft(s) and comment(s) shall not be considered in interpreting this Lease. 27.6 Captions. The captions of this Lease are for convenience and reference only and in no way affect this Lease. 27.7 Entire Agreement. This Lease contains all the terms, covenants and conditions relating to Tenant's leasing of the Premises. There are no separate understandings or agreements, oral or written, between Landlord and Tenant relating to the Premises or Tenant's use or occupancy of the Premises, except for the Distribution Agreement. IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the day and year first above written. LANDLORD GETTY REALTY CORP. By: ________________ Leo Liebowitz Its: President 33 , 34
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LEEMILT'S PETROLEUM, INC., as holder of the Fee Estate to some of the Premises hereby consents to this Lease. LEEMILT'S PETROLEUM, INC. By: ____________________________ GETTYMART INC., as lessee of a Third Party Lease to some of the Premises, hereby consents to this Lease. GETTYMART INC. By: ____________________________ GETTY TERMINALS CORP., as lessee of a Third Party Lease to some of the Premises, hereby consents to this Lease. GETTY TERMINALS CORP. By: ____________________________ DONNA OIL CORP., as lessee of a Third Party Lease to some of the Premises, hereby consents to this Lease. DONNA OIL CORP. By: __________________________ 34
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TENANT GETTY PETROLEUM MARKETING INC. By: _________________ Its: President KINGSTON OIL SUPPLY CORP., with respect to certain premises located in the Mid-Hudson Valley as set forth on Exhibit B hereto. KINGSTON OIL SUPPLY CORP. By:_____________________________ 35
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EXHIBIT A LEGAL DESCRIPTION [WILL BE SUPPLIED UPON REQUEST]
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GETTY PETROLEUM CORP. Real Estate Department EXHIBIT B THIRD PARTY LEASE LOCATIONS [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 16 98-21 ROCKAWAY BLVD OZONE PARK NY 11417 54 172 HOWELLS RD BAYSHORE NY 11706 58 4101 HEMPSTEAD TPKE BETHPAGE NY 11714 74 43 LAKE STREET WHITE PLAINS NY 10600 75 481 MAMARONECK AVE WHITE PLAINS NY 10600 77 758 PELHAM RD NEW ROCHELLE NY 10805 78 1800 CENTRAL AVE YONKERS NY 10700 79 25 HARTSDALE AVE HARTSDALE NY 10530 81 410 FIFTH AVE. NEW ROCHELLE NY 10800 91 40 N. STONE AVE ELMSFORD NY 10523 102 2311 CROMPOUND ROAD PEEKSKILL NY 10566 103 200 WESTCHESTER AVE PORT CHESTER NY 10573 104 2385 BOSTON RD. LARCHMONT NY 10538 111 245 EAST 138 STREET BRONX NY 10454 114 2453 WESTCHESTER AVE BRONX NY 10461 115 3400-08 BAYCHESTER AVE BRONX NY 10475 116 128 EAST MAIN ST ELMSFORD NY 10523 117 946 BOSTON POST RD. MAMARONECK NY 10543 121 1115 YONKERS AVE YONKERS NY 10704 122 481 CENTRAL AVE YONKERS NY 10704 126 4302 FT HAMILTON PWY BROOKLYN NY 11219 128 2504 HARWAY AVE BROOKLYN NY 11214 138 159 BRONX RIVER ROAD YONKERS NY 10700 152 3337 BOSTON RD BRONX NY 10469 177 443 RT. 9W HIGHLAND NY 12528 181 161-15 CROSS BAY BLVD HOWARD BEACH NY 11414 200 13 CLARKE AVE STATEN ISLAND NY 10306 235 1820 RICHMOND ROAD STATEN ISLAND NY 10306 240 146-93 GUY BREWER BLVD SPRINGFIELD GARDENS NY 11434 1 249 524 CONEY ISLAND AVE BROOKLYN NY 11218 254 1700 GEORGES RD. RT 130 NORTH BRUNSWICK NJ 08902 271 3501 BOSTON RD BRONX NY 10456 319 120 MOFFATT ROAD MAHWAH NJ 07430 323 3083 WEBSTER AVE BRONX NY 10467 350 69 PASCACK ROAD SPRING VALLEY NY 10977 353 163-10 PIDGEON MEADOW ROAD FLUSHING NY 11358 354 RT 25 & RAYNOR RD RIDGE NY 11961 355 HOWELLS RD & UDALL RD WEST ISLIP NY 11795 357 450 WYANDANCH AVE N. BABYLON NY 11703 358 185 EAST LINCOLN AVE PELHAM NY 10803 361 101-06 ASTORIA BLVD. ASTORIA NY 11369 362 1212 VICTORY BLVD STATEN ISLAND NY 10301 363 350 ROCKAWAY TPKE CEDARHURST NY 11516 365 1324 EAST PUTNAM AVE OLD GREENWICH CT 06870 366 440 HAWKINS AVE LAKE RONKONKOMA NY 11779 396 1842 VICTORY BLVD STATEN ISLAND NY 10314 443 219 NORTH MAIN STREET SAYVILLE NY 11782 523 1741 RT 37 W TOMS RIVER NY 08753 544 190 AQUEDUCT ROAD WHITE PLAINS NY 10606 545 SIMMONS PLAZA RT 9W SAUGERTIES NY 12477 546 56-02 BROADWAY WOODSIDE NY 11377 547 89-15 ROCKAWAY BLVD OZONE PARK NY 11417
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GETTY PETROLEUM CORP. Real Estate Department THIRD PARTY LEASE LOCATIONS [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 548 395 NO.NEWBRIDGE ROAD HICKSVILLE NY 11801 549 1220 EAST 233RD STREET BRONX NY 10466 550 176 MCGUINESS BLVD. BROOKLYN NY 11222 561 387 RICHMOND AVE STATEN ISLAND NY 10302 570 69 BANK STREET WHITE PLAINS NY 10606 571 660 N.BROADWAY, RTE. 22 N. WHITE PLAINS NY 10600 572 476 COMMERCE & RTE 141 HAWTHORNE NY 10532 573 1 PLEASANTVILLE ROAD PLEASANTVILLE NY 10570 574 ROUTE 22 PATTERSON NY 12563 576 313 TUCKAHOE ROAD YONKERS NY 10700 577 719 BRONX RIVER RD YONKERS NY 10700 578 1 BOSTON POST RD RYE NY 10580 579 185 NORTH HIGHLAND AVE OSSINING NY 10562 580 30 MAIN STREET BRANFORD CT 06405 583 RTES. 44A&I-31 COVENTRY CT 06238 595 222 DANBURY RD NEW MILFORD CT 06776 596 195 STATE STREET NORTH HAVEN CT 06473 611 ROUTE 32 WATERFORD CT 06385 613 1830 E. STATE STREET WESTPORT CT 06880 615 1649 LITCHFIELD TURNPIKE WOODBRIDGE CT 06525 617 18 SPRINGFIELD STREET AGAWAM MA 01001 619 824 SUFFIELD ST. & SILVER AGAWAM MA 01001 631 3133 PARK AVE & THORNDYKE PALMER MA 01069 652 R.D.#1 ROUTE 130 BEVERLY NJ 08010 654 669 SOMERSET STREET SOMERSET NJ 08873 655 4431 ROUTE 9 FREEHOLD NJ 07728 659 RTE 440 & DANFORTH AVE JERSEY CITY NJ 07303 661 100 WHITE HORSE PIKE LAWNSIDE NJ 08045 2 664 953 18TH AVE NEWARK NJ 07106 665 1292 RT 22 EAST N. PLAINFIELD NJ 07060 667 639 RTE 17 SOUTH PARAMUS NJ 07652 671 410 RT 22 WEST UNION NJ 07083 673 6718 BLACK HORSE PIKE PLEASANTVILLE NJ 08232 679 154 SOUTH MAIN STREET TORRINGTON CT 06790 681 1258 MIDDLE COUNTRY RD SELDEN NY 11784 685 2 ASHFORD AVE. DOBBS FERRY NY 10522 687 47 WOLCOTT RD. WOLCOTT CT 06716 688 301 EAST & WHITING STS PLAINVILLE CT 06062 703 530 FRANKLIN AVE FRANKLIN SQUARE NY 11010 704 4030 MERRICK ROAD SEAFORD NY 11783 751 630 LINCOLN HWY RT 1 FAIRLESS HILLS PA 19030 752 1201 IVY HILL RD PHILADELPHIA PA 19150 6766 3050 WHITNEY AVE HAMDEN CT 06514 6771 1046 BOSTON POST ROAD GUILFORD CT 06437 6772 147 POST ROAD COS COB CT 06807 6774 419 WASHINGTON AVE NORTH HAVEN CT 06473 6811 774 FARMINGTON AVE BRISTOL CT 06010 6817 1294 E. MAIN ST. TORRINGTON CT 06790 6819 206 MAIN AVE. NORWALK CT 06851 6824 250 HOPE STREET STAMFORD CT 06906 6850 210 SOUTH STREET W. HARTFORD CT 06110 6851 241 WHITE STREET DANBURY CT 06810
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GETTY PETROLEUM CORP. Real Estate Department THIRD PARTY LEASES [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 6853 126 SOUTH ROAD ENFIELD CT 06082 6856 1707 STANLEY STREET NEW BRITAIN CT 06053 6864 1022 BURNSIDE AVENUE EAST HARTFORD CT 06108 6865 749 MAIN STREET WATERTOWN CT 06795 6870 1500 CORBIN AVENUE NEW BRITAIN CT 06053 6871 441 WEST AVON ROAD AVON CT 06001 6872 339 OLD HARTFORD ROAD COLCHESTER CT 06415 8605 129 NORTH DUPONT HIGHWAY NEW CASTLE DE 19720 8635 BASIN ROAD & FRENCHTOWN NEW CASTLE DE 19720 28200 990 LISBON STREET LEWISTON ME 04240 28227 393 WESTERN AVENUE AUGUSTA ME 04330 28230 53 BROAD STREET AUBURN ME 04210 28231 210 CIVIC CENTER DRIVE AUGUSTA ME 04332 29812 409 W BEL AIR AVE (GETTY) ABERDEEN MD 21001 30161 61 MAIN STREET MILFORD MA 01757 30361 191 TALBOT AVE DORCHESTER MA 02124 30439 286 BROADWAY TAUNTON MA 02780 30471 626 CHANDLER ST. WORCESTER MA 01602 30515 331 BENNINGTON ST BOSTON MA 02128 30518 299 MAIN ST. GROVELAND MA 01830 30537 1258 WILBUR AVE SOMERSET MA 02725 30557 63 BROADWAY TAUNTON MA 02780 30562 1 OAK HILL ROAD WESTFORD MA 01886 30601 701 COCHITUATE ROAD FRAMINGHAM MA 01701 30644 1158 WASHINGTON STREET CANTON MA 02021 30646 825 WASHINGTON STREET STOUGHTON MA 02072 30647 151 MAIN STREET MEDFORD MA 02115 3 30648 321 ADAMS STREET DORCHESTER MA 02121 30649 452 CANTON STREET STOUGHTON MA 02072 30651 487 PARK AVE WORCESTER MA 01610 30652 860 SOUTHBRIDGE ST. AUBURN MA 01501 30653 2 SUMMER ST & JAMES ST BARRE MA 01005 30654 390 BELMONT STREET WORCESTER MA 01604 30655 548 MAIN STREET BROCKTON MA 02401 30656 54 CANAL STREET MILLBURY MA 01527 30657 1177 NO. MAIN STREET CLINTON MA 01510 30658 974 SOUTHBRIDGE STREET WORCESTER MA 01610 30660 10 WEST MAIN STREET DUDLEY MA 01570 30661 880 WATER STREET FITCHBURG MA 01420 30662 71 EAST CENTRAL STREET FRANKLIN MA 02038 30663 77 HIGHLAND STREET WORCESTER MA 01605 30664 199 FALMOUTH ROAD HYANNIS MA 02601 30665 288 CENTRAL STREET LEOMINSTER MA 01453 30666 248 LINCOLN STREET WORCESTER MA 01605 30668 544 MILLBURY STREET WORCESTER MA 01607 30669 48 WEST MAIN STREET NORTHBOROUGH MA 01532 30670 373 BARLOWS LANDING ROAD POCASSET MA 02559 30671 676 MAIN STREET CLINTON MA 01510 30672 21 WEST BOYLSTON STREET WEST BOYLSTON MA 01583 30673 1429 GRAFTON STREET WORCESTER MA 01604 30674 176 WORCESTER RD. SOUTHBRIDGE MA 01550 30675 959 SOUTHBRIDGE STREET WORCESTER MA 01610
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GETTY PETROLEUM CORP. Real Estate Department THIRD PARTY LEASES [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 30676 1308 STATE HWY (RTE. 28) S. YARMOUTH MA 02664 30677 WORCESTER ROAD STERLING MA 01564 30678 SINGLETARY AVENUE SUTTON MA 01590 30679 1107 PLEASANT STREET WORCESTER MA 01602 30680 516 UNION AVENUE FRAMINGHAM MA 01701 30681 RT.140,MAIN ST. & HARTFORD PK UPTON MA 01568 30682 377 MAIN STREET WAREHAM MA 02571 30683 11 MILK STREET WESTBOROUGH MA 01581 30684 570 MAIN STREET HARWICHPORT MA 02646 30685 30 CHANDLER STREET WORCESTER MA 01609 30686 193 SOUTHWEST CUTOFF WORCESTER MA 01604 30687 942 SOUTH STREET FITCHBURG MA 01420 30688 702 WEST BOYLSTON STREET WORCESTER MA 01606 30689 200 MAIN STREET CHERRY VALLEY MA 01611 30690 112 WAVERLY STREET (RT 135) FRAMINGHAM MA 01701 30691 90 WORCESTER STREET N. GRAFTON MA 01536 30692 333 EAST MAIN STREET SOUTHBRIDGE MA 01550 30693 109 SOUTH MAIN STREET OXFORD MA 01540 30694 54 STAFFORD STREET WORCESTER MA 01603 30695 223 MAIN STREET ATHOL MA 01331 30696 267 MECHANIC STREET FITCHBURG MA 01420 30697 1264 GRAFTON STREET WORCESTER MA 01604 30698 8 WEST MAIN STREET ORANGE MA 01364 4 30699 45 BALLARD STREET WORCESTER MA 01607 30700 1660 WORCESTER ROAD FRAMINGHAM MA 01772 30701 299 MAPLE STREET MARLBOROUGH MA 01752 30702 CAPE ROAD (RT. 140) & WATER ST MILFORD MA 01757 30709 294 BELMONT STREET WORCESTER MA 01604 30710 350 GREENWOOD STREET WORCESTER MA 01607 30711 321 SOUTHBRIDGE STREET AUBURN MA 01501 30712 156 CRESCENT STREET WALTHAM MA 02154 30713 274 HIGH STREET LOWELL MA 01852 30714 365 LAFAYETTE ROAD SALISBURY MA 01960 30715 ROUTE 125 & SALEM STREET ANDOVER MA 01810 30716 308 THACHER STREET ATTLEBORO MA 02703 55252 LAFAYETTE & NEW ZEALAND SEABROOK NH 03874 55269 330 SOUTH MAIN STREET PENACOOK NH 03303 55274 32 BRIDGE STREET PELHAM NH 03076 56011 ACKERMAN AND RANDOLPH CLIFTON NJ 07011 56015 1508 NORTH KINGS HIGHWAY CHERRY HILL NJ 08002 56039 278 BLOOMFIELD AVENUE NUTLEY NJ 07110 56046 RTE 166 PRESIDENTIAL ROAD TOMS RIVER NJ 08753 56047 661 BLOOMFIELD AVE NUTLEY NJ 07110 56049 SPRINGFIELD & PLAINFIELD BERKELEY HGTS NJ 07922 56055 738 CEDAR LANE TEANECK NJ 07666 56057 RT. 35 & SUNSET AVE. OCEAN TOWNSHIP NJ 07712 56079 1061 BROADWAY (53RD ST.) BAYONNE NJ 07002 56084 8 STONEHOUSE ROAD BASKING RIDGE NJ 07920 56093 713 PLAINFIELD AVENUE BERKELEY HGTS NJ 07922 56096 SPRINGSIDE & WOODLANE RDS. WESTAMPTON TWP NJ 08060 56102 MAIN & UNION STREETS LODI NJ 07644 56108 BENNETT & KEARNY AVENUE KEARNY NJ 07032
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GETTY PETROLEUM CORP. Real Estate Department THIRD PARTY LEASES [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 56112 745 CONVERY BLVD PERTH AMBOY NJ 08861 56116 VALLEY ROAD & FENNER CLIFTON NJ 07011 56136 45 RIDGE ROAD (5TH AVENUE) LYNDHURST NJ 07071 56138 104 SOUTH AVE. (3RD AVE.) FANWOOD NJ 07023 56145 4413 U. S. HIGHWAY 9 FREEHOLD NJ 07728 56149 91 BRICK BLVD. BRICK TWP NJ 08723 56161 449 ROUTE 46 EAST LITTLE FERRY NJ 07643 56169 128 CHESTNUT RIDGE RD & LAKE MONTVALE NJ 07645 56195 345 ROUTE 22 E. GREENBROOK NJ 08812 56251 1371 ROUTE 202 NORTH NESHANIC STATION NJ 08853 56254 2222 PARK AVE S. PLAINFIELD NJ 07080 56255 2501 BRIDGE AVE. PT. PLEASANT NJ 08742 56271 RT 516 & HIGGINS ROAD MATAWAN NJ 07747 56275 1942 LINCOLN HWY EDISON NJ 08817 56276 1490 BERGEN BOULEVARD FORT LEE NJ 07024 56280 320 OLD HOOK RD AND CARVER AVE. WESTWOOD NJ 07675 56288 PO BOX 360 SWEDESBORO NJ 08085 56809 762 ST GEORGES AVE RAHWAY NJ 07065 56815 2 W. ST. GEORGE AVE LINDEN NJ 07036 56821 252 IRVINGTON AVE. SOUTH ORANGE NJ 07079 56848 85 DODD STREET EAST ORANGE NJ 07017 56852 134 NJ RT. #4 (EAST BOUND) ENGLEWOOD NJ 07631 56853 225 DIAMOND BRIDGE AVENUE HAWTHORNE NJ 07506 56862 RARITAN RD.& CENTRAL CLARK NJ 07066 56867 MAIN ST & STATION RD MADISON NJ 07940 56868 526 ALLWOOD ROAD (BLOOMFI CLIFTON NJ 07012 56871 450 NEW YORK AVE JERSEY CITY NJ 07307 56872 39 CENTRAL AVE. JERSEY CITY NJ 07306 56881 U.S. RT #46 (MILL) ELMWOOD PARK NJ 07407 56882 58 GREENBROOK RD.(GROVE S N. PLAINFIELD NJ 07060 56909 RIVER RD. & MADISON NEW MILFORD NJ 07646 56924 MIDLAND & OUTWATER GARFIELD NJ 07026 58014 5510 BROADWAY BRONX NY 10463 58015 8202 7TH AVENUE BROOKLYN NY 11228 58019 286 ASHBURTON AVE YONKERS NY 10701 58024 80 HORACE HARDING BLVD. GREAT NECK NY 11020 58025 1169 KNOLLWOOD ROAD WHITE PLAINS NY 10603 5 58034 601 PORT WASHINGTON BLVD PT. WASHINGTON NY 11050 58041 635 OLD COUNTRY ROAD WESTBURY NY 11590 58042 308 COLUMBUS AVE TUCKAHOE NY 10707 58043 950 FRONT ST. (GREENGROVE UNIONDALE NY 11553 58044 SUNRISE HIGHWAY & HARRISON BALDWIN NY 11510 58053 9616 FLATLANDS AVE. BROOKLYN NY 11236 58054 490 PULASKI ROAD GREENLAWN NY 11740 58064 1880 FRONT STREET EAST MEADOW NY 11554 58069 510 SCRANTON AVE LYNBROOK NY 11563 58072 ROUTES 9 AND 9G RHINEBECK NY 12572 58073 60-41 METROPOLITAN AVE. RIDGEWOOD NY 11227 58081 65 EAST PULASKI RD HUNTINGTON STATION NY 11746 58092 657 SAWMILL RIVER RD ARDSLEY NY 10502 58101 774 TUCKAHOE RD. YONKERS NY 10710 58121 67 QUAKER RIDGE RD. NEW ROCHELLE NY 10804
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GETTY PETROLEUM CORP. Real Estate Department THIRD PARTY LEASES [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 58146 11 FLANDERS RD. RIVERHEAD NY 11901 58181 734 PARK AVENUE HUNTINGTON NY 11743 58205 63 8TH AVE. NEW YORK NY 10014 58263 280 E. MAIN ST MT. KISCO NY 10549 58297 RD #1 BOX 179 SALT POINT NY 12578 58409 119 WEST 145TH ST NEW YORK NY 10039 58411 1 MERRICK AVE. EAST MEADOW NY 11554 58471 675 CENTRAL AVE. CEDARHURST NY 11516 58514 4116 BROADWAY (174TH ST.) NEW YORK NY 10033 58526 118-01 ROCKAWAY BLVD OZONE PARK NY 11420 58542 152 10TH AVE. NEW YORK NY 10011 58547 34-02 31ST ST. ASTORIA NY 11102 58548 RT 6 & LEXINGTON AV MOHEGAN LAKE NY 10547 58553 5931 AMBOY ROAD (BETHUNE) STATEN ISLAND NY 10309 58557 76-19 21ST AVE. E. ELMHURST NY 11370 58563 MERRICK ROAD & WYNSUM AVE MERRICK NY 11566 58567 456 ROUTE 146 GUILDERLAND CENTER NY 12085 58568 360 CENTRAL AVE. (CLAREND VALLEY STREAM NY 11580 58572 255 LAKE AVE. ST. JAMES NY 11780 58573 3287 MERRICK RD WANTAGH NY 11793 58574 241 TERRY ROAD SMITHTOWN NY 11787 58583 1331 NORTH GRAND AVENUE BALDWIN NY 11510 58584 607 EAST NEW YORK AVENUE BROOKLYN NY 11230 58585 73-01 BEACH CHANNEL ARVERNE NY 11692 6 58587 61-01 WOODHAVEN BLVD. REGO PARK NY 11374 58592 242 DYCKMAN STREET NEW YORK NY 10034 58599 1386 WANTAGH AVENUE WANTAGH NY 11793 58602 540 PLANDOME RD. MANHASSET NY 11030 58603 1784 BROADWAY HEWLETT NY 11557 58605 78-01 LINDEN BLVD. HOWARD BEACH NY 11414 58616 1895 BRUCKNER BOULEVARD BRONX NY 10472 58703 1372 UNION ST & BRANDYWINE AVE SCHENECTADY NY 12363 58730 RT. 44, DUTCHESS TPKE. PLEASANT VALLEY NY 12569 58744 ROUTE 146 MECHANICVILLE NY 12118 58746 247 PINE HOLLOW RD OYSTER BAY NY 11771 58750 60 N CENTRAL AVE MECHANICVILLE NY 12118 58752 125 JERICHO TPKE JERICHO NY 11753 58753 784 ULSTER AVE MALL KINGSTON NY 12401 58754 320 COLUMBIA ST RENSSELAER NY 12144 58755 272-276 EAST STRAND KINGSTON NY 58756 224-270 EAST STRAND KINGSTON NY 58758 181-207 EAST STRAND KINGSTON NY 58759 RT 9 RHINEBECK NY 58760 N. BROADWAY PORT EWEN NY 12466 58761 LOWER MAIN STREET; PO BOX 351 CATSKILL NY 58762 RT 23 & 385 CATSKILL NY 12414 58763 1 AMOS POST RD. CATSKILL NY 12414 58764 RT 9W & W. BRIDGE STREET CATSKILL NY 12414 58766 124 FAIRVIEW AVE HUDSON NY 12534 58767 124 FAIRVIEW AVE HUDSON NY 12534 58768 RT 32 AND 212 SAUGERTIES NY 12477 58769 RT 32 FREEHOLD NY 12431
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GETTY PETROLEUM CORP. Real Estate Department THIRD PARTY LEASES [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 58770 115 MANSION STREET COXSACKIE NY 12051 58771 RTS 32 & 81 GREENVILLE NY 12083 58772 RT 32 QUARRYVILLE SAUGERTIES NY 12477 58774 165 RT 59 MONSEY NY 10952 58776 1146 ULSTER AVENUE KINGSTON NY 12401 58780 1208 WASHINGTON AVE RENSSELAER NY 12144 58786 RT 22 HOUSICK FALLS NY 12090 58790 330 RT 304 N BARDONIA NY 10954 58796 RTE 123 SMITH RIDGE ROAD S. SALEM NY 10590 58797 RT 23 LEEDS NY 12451 58798 252 INNIS AVENUE POUGHKEEPSIE NY 12603 58802 111 MAIN STREET PINE BUSH NY 12566 58804 CHURCH STREET COPAKE NY 12516 58806 RT 9 & ST. JOHN STREET RED HOOK NY 12571 58808 RT 82 WEST TAGHKANIC NY 12534 58812 RT 9W & RT 143 RAVENA NY 12143 58813 BAILEY ST. W. COXSACKIE NY 58817 449 MAIN STREET YAPHANK NY 11980 58818 311 LARKFIELD ROAD EAST NORTHPORT NY 11731 7 58822 ROUTE 22 - HARDSCRABBLE ROAD CROTON FALLS NY 10519 58826 7101 ROUTE 212 SAUGERTIES NY 12477 67101 62 BLUE VALLEY ROAD BANGOR PA 18013 67416 3796 OXFORD VALLEY RD LEVITTOWN PA 19057 67418 2391 DURHAM RD. (NEWPORTVI LANGHORNE PA 19047 67432 ROUTE #309 & FAIRMOUNT ST. COOPERSBURG PA 18036 67434 778 2ND STREET PIKE RICHBORO PA 18954 67435 192 DURHAM RD. PENNDEL PA 19047 67597 6142 RISING SUN AVE. PHILADELPHIA PA 19111 67601 2711 LIMEKILN PIKE NORTH HILLS PA 19038 67602 RT 3 & BISHOP HOLLOW RD NEWTOWN SQUARE PA 19073 67603 2324 N GEORGE ST (GETTY) YORK PA 17402 67604 827 HANOVER AVENUE ALLENTOWN PA 18103 67607 7002 WOODLAND AVENUE PHILADELPHIA PA 19142 67610 5302-04 RISING SUN AVENUE PHILADELPHIA PA 19120 67611 550 SOUTH MAIN STREET SHREWSBURY PA 17361 67615 900 E. HUNTING PARK AVENUE PHILADELPHIA PA 19124 67616 2242 BRIDGE STREET PHILADELPHIA PA 19137 67617 3650 WILLIAM PENN HWY (GETTY) PALMER TOWNSHIP PA 18043 67647 918 YORK STREET (GETTY) HANOVER PA 17331 67649 HANOVER & S. MAIN STREET-GETTY BIGLERVILLE PA 17307 67655 601 U.S. ROUTE 15 NORTH DILLSBURG PA 17019 67660 133 WAYNE STREET READING PA 19607 68005 1188 CUMBERLAND HILL ROAD WOONSOCKET RI 02895 68007 1271 BROAD STREET PROVIDENCE RI 02905 68008 585 TIOGUE AVE. COVENTRY RI 02816 68642 3381 E. MAIN RD. PORTSMOUTH RI 02871 68644 1837 MAIN ROAD (RT.#77) TIVERTON RI 02878 69404 RTE 23-332 BLUE BALL PA 17506 69405 105N 8TH STREET READING PA 19601 69406 634-646 N FRONT STREET ALLENTOWN PA 18102 69409 13TH & NORTHAMPTON STREETS EASTON PA 18042 69415 505 BROADWAY BETHLEHEM PA 18015
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THIRD PARTY LEASES [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 69421 473 N. GEORGE STREET MILLERSVILLE PA 17551 69422 191 N. MAIN STREET MANHEIM PA 17545 69428 NEWPORT ROAD INTERCOURSE PA 17534 69430 RTE 897 REINHOLDS PA 17569 69431 832 E. PHILADELPHIA STREET BOYERTOWN PA 19512 69436 761 GAP NEWPORT PIKE WEST GROVE PA 19390 69438 1370 LANCASTER AVE COLUMBIA PA 17512 69440 1001 BUCHERT ROAD POTTSTOWN PA 19464 69441 451 E. PHILADELPHIA STREET YORK PA 17403 69443 644 EAST MAIN STREET EPHRATA PA 17522 69444 1000 CHESTNUT STREET READING PA 19602 69445 2 WEST PENN STREET ROBESONIA PA 19561 69447 629 WEST ORANGE STREET LANCASTER PA 17602 69449 1105 HANOVER AVENUE YORK PA 17404 69472 327 WEST MAIN STREET LEOLA PA 17540 69479 1704 NEW HOLLAND AVENUE LANCASTER PA 17601 69484 W. GREENWICH & SCHYLKILL READING PA 19601 69486 1701 WHITEFORD ROAD YORK PA 17402 69493 834 YORK STREET HANOVER PA 17331 69495 7710 ALLENTOWN BLVD HARRISBURG PA 17122 69497 RT 272 POPLAR STREET ADAMSTOWN PA 19501 69501 1125 ROOSEVELT AVENUE YORK PA 17404 69507 1201 LITITZ PIKE LANCASTER PA 17601 69684 20 HADE ROAD ST. THOMAS PA 17252 69685 1070 TRINDLE ROAD CARLISLE PA 17013 69688 45 E. HANOVER ST BONNEAUVILLE PA 17325 69690 ROUTE 16 MCCONNELLSBURG PA 17233 71002 ROUTE 1 BOX 1960 ROCKY MOUNT VA 24034 71004 1704 SO. MAIN STREET BLACKSBURG VA 24060 71009 HIGHWAY 24 EAST VINTON VA 24016 71010 2702 COLONIAL AVE ROANOKE VA 24015 71011 ROUTE 3 BOX 702 RIDGEWAY VA 24148 71028 RT. 1 BOX 1070, APPALACHIAN DR. FIELDALE VA 24089 8 71030 1506 MEMORIAL BLVD. MARTINSVILLE VA 24112 71031 1219 JAMISON AVENUE,SE ROANOKE VA 24013 71032 2214 ELECTRIC RD., SW ROANOKE VA 24018 71033 3842 SHENANDOAH AVE. ROANOKE VA 24017 71054 1724 WESTOVER DRIVE RICH CREEK VA 24147 71055 WESTOVER DR.& SCHUMATE ST. DANVILLE VA 24541 71090 3058 SALEM TURNPIKE,NW ROANOKE VA 24014 71103 1202 SOUTH JEFFERSON ST ROANOKE VA 24016 71108 931 GUS NICKS BLVD. ROANOKE VA 24013 71109 1115 MAIN STREET ROANOKE VA 24015 71110 THOMPSON MEMERIAL BLVD. & CLAY SALEM VA 24153 71112 ROUTE 57, RURAL RT.3 STANLEYTOWN VA 24168 71113 RT 2 BOX 1 MARTINSVILLE VA 24112 71120 3542 ORANGE AVENUE, NE ROANOKE VA 24012 71173 7000 THREE CHOPT RD RICHMOND VA 23226 71177 RT 1, BOX 202 DALEVILLE VA 24083 71178 340 EAST VALLEY DR. BRISTOL VA 24201 71193 13625 GENITO RD.(BRANDERMILL) MIDLOTHIAN VA 23113 71204 1167 WOODHAVEN DRIVE RICHMOND VA 23224
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THIRD PARTY LEASES [Enlarge/Download Table] Location Zip Number Address Town STATE Code ----------------------------------------------------------------------------------- 71212 3901 GRAHAM PARK ROAD TRIANGLE VA 22026 71213 RT. 10, BOX 42 MARTINSVILLE VA 24112 71215 1148 VOLVO PARKWAY CHESAPEAKE VA 23320 71216 1901 S. INDEPENDENCE BLVD VIRGINIA BEACH VA 23456 71218 401 GREEN MEADOWS DRIVE VIRGINIA BEACH VA 23462 71220 120 W. MERCURY BLVD. HAMPTON VA 23669 71222 4100 GEORGE WASHINGTON HWY. PORTSMOUTH VA 23702 71225 1196 INDIAN LAKES BLVD. VIRGINIA BEACH VA 23464 71250 12836 JEFFERSON AVE. NEWPORT NEWS VA 23602 71251 1099 INDEPENDENCE BLVD. VIRGINIA BEACH VA 23455 71252 5636 PRINCESS ANNE RD. VIRGINIA BEACH VA 23462 71255 3001 SALINA DRIVE VIRGINIA BEACH VA 23452 71257 801 SOUTH LYNNHAVEN RD. VIRGINIA BEACH VA 23452 9 71262 1306 NORTH KING ST. HAMPTON VA 23669 71264 209 E. HOLLY AVENUE STERLING PARK VA 22170 71288 ROUTE 4, BOX 569 CHRISTIANBERG VA 24073 71293 601 NEWTOWN RD. VIRGINIA BEACH VA 23462 71294 99 MANASSAS DRIVE MANASSAS PARK VA 22111 71704 5420 PETERS CREEK RD. ROANOKE VA 24019 432 LEASED LOCATIONS
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EXHIBIT C Permitted Exceptions Fleet Bank Mortgages, Crossland Mortgages and numerous purchase money mortgages Any new mortgages which are entered into on an arms-length basis the principal amount of which does not exceed the fair market value of the property mortgaged Utility Easements 1
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EXHIBIT D PREMISES WITH NON-COMPLYING UST'S INVESTMENT-CAPITAL LOCATION --------------------------------------- # CITY STATE --------------------------------------- 6 BROOKLYN NY 7 JAMAICA NY 8 REGO PARK NY 20 BRONX NY 22 CORONA NY 24 BRONX NY 61 MIDDLE ISLAND NY 74 WHITE PLAINS NY 79 HARTSDALE NY 82 OSSINING NY 91 ELMSFORD NY 102 PEEKSKILL NY 104 LARCHMONT NY 111 BRONX NY 115 BRONX NY 117 MAMARONECK NY 121 YONKERS NY 126 BROOKLYN NY 128 BROOKLYN NY 138 YONKERS NY 146 MAHOPAC NY 157 POUGHKEEPSIE NY 160 MARLBORO NY 163 LAKE KATRINE NY 174 STONY POINT NY 177 HIGHLAND NY 178 KINGSTON NY 181 HOWARD BEACH NY 186 BRONX NY 195 S. ISLAND NY 200 S. ISLAND NY 223 BROOKLYN NY 229 BROOKLYN NY 234 S. ISLAND NY 235 S. ISLAND NY 240 SPRINGFIELD GDNS. NY 252 MT. VERNON NY 264 BRONX NY 266 BRONX NY 270 BRONX NY 272 BRONX NY 275 BRONX NY 276 BRONX NY 277 BRONX NY 278 YONKERS NY 301 N. TARRYTOWN NY 307 BREWSTER NY 312 FLUSHING NY 323 BRONX NY 324 S. ISLAND NY 1
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 341 NEW YORK NY 342 GLENDALE NY 343 OZONE PARK NY 344 LIC NY 350 SPRING VALLEY NY 361 ASTORIA NY 362 S. ISLAND NY 396 S. ISLAND NY 411 BROOKLYN NY 421 BROOKLYN NY 544 WHITE PLAINS NY 545 SAUGERTIES NY 546 WOODSIDE NY 547 OZONE PARK NY 561 S. ISLAND NY 564 BROOKLYN NY 568 LIC NY 570 WHITE PLAINS NY 572 HAWTHORNE NY 573 PLEASANTVILLE NY 576 YONKERS NY 577 YONKERS NY 578 RYE NY 579 OSSINING NY 587 FRANKLIN CT 617 AGAWAM MA 618 FEEDING HILLS MA 619 AGAWAM MA 624 GRANBY MA 625 G. BARRINGTON MA 626 HADLEY MA 627 LANESBORO MA 628 MONSON MA 629 NORTH ADAMS MA 630 NORTH ADAMS MA 631 PALMER MA 632 PITTSFIELD MA 633 PITTSFIELD MA 637 SPRINGFIELD MA 638 SPRINGFIELD MA 640 SPRINGFIELD MA 641 SPRINGFIELD MA 643 WESTFIELD MA 647 OSSINING NY 649 BROOKLYN NY 685 DOBBS FERRY NY 709 BROOKLYN NY 6130 NEW HAVEN CT 6744 NORWALK CT 6765 STAMFORD CT 2
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 6772 COS COB CT 6822 MANCHESTER CT 6853 ENFIELD CT 8605 NEW CASTLE DE 8608 WILMINGTON DE 8635 NEW CASTLE DE 8637 ST. GEORGES DE 8641 WILMINGTON DE 8644 WILMINGTON DE 8645 CLAYMONT DE 8659 NEWARK DE 8667 NEWARK DE 8671 WILMINGTON DE 28032 PORTLAND ME 28215 WESTBROOK ME 29721 ROCKDALE MD 29763 RANDALSTOWN MD 29812 ABERDEEN MD 30161 MILFORD MA 30312 AGAWAM MA 30315 S. WEYMOUTH MA 30317 WEST ROXBURY MA 30324 MAYNARD MA 30327 STOUGHTON MA 30331 ARLINGTON MA 30339 BELMONT MA 30351 ROCKLAND MA 30352 WATERTOWN MA 30355 READING MA 30361 DORCHESTER MA 30363 WEYMOUTH MA 30392 ASHLAND MA 30393 WOBURN MA 30404 BELMONT MA 30412 PITTSFIELD MA 30429 N. ATTLEBORO MA 30436 WORCESTER MA 30439 TAUNTON MA 30445 FALL RIVER MA 30457 WORCESTER MA 30458 WEBSTER MA 30466 CLINTON MA 30468 FOXBORO MA 30471 WORCESTER MA 30472 CLINTON MA 30515 BOSTON MA 30521 NEWTON MA 30524 FALMOUTH MA 30537 SOMERSET MA 30545 METHUEN MA 3
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 30546 ROCKLAND MA 30548 WILLIAMSTOWN MA 30551 FAIRHAVEN MA 30557 TAUNTON MA 30558 SEEKONK MA 30559 WALPOLE MA 30561 N. ANDOVER MA 30562 WESTFORD MA 30600 LOWELL MA 30601 FRAMINGHAM MA 30603 METHUEN MA 30604 AMESBURY MA 30605 GEORGETOWN MA 30606 IPSWICH MA 30607 SALISBURY MA 30609 BEVERLY MA 30610 BILLERICA MA 30612 CHATHAM MA 30615 HARWICH MA 30616 IPSWICH MA 30618 LOWELL MA 30619 METHUEN MA 30621 NEWBURYPORT MA 30623 ORLEANS MA 30624 PEABODY MA 30625 QUINCY MA 30626 REVERE MA 30627 SALEM MA 30629 TEWKSBURY MA 30630 TWIN MILL MA 30631 FALMOUTH MA 30633 WESTFORD MA 30636 BRIDGEWATER MA 30644 CANTON MA 30646 STOUGHTON MA 30647 MEDFORD MA 30648 DORCHESTER MA 30649 STOUGHTON MA 30651 WORCESTER MA 30653 BARRE MA 30654 WORCESTER MA 30655 BROCKTON MA 30656 MILLBURY MA 30658 WORCESTER MA 30660 DUDLEY MA 30662 FRANKLIN MA 30663 WORCESTER MA 30665 LEOMINSTER MA 30666 WORCESTER MA 30668 WORCESTER MA 4
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 30669 NORTHBOROUGH MA 30670 POCASSET MA 30671 CLINTON MA 30672 W. BOYLSTON MA 30674 SOUTHBRIDGE MA 30675 WORCESTER MA 30676 S. YARMOUTH MA 30677 STERLING MA 30678 SUTTON MA 30679 WORCESTER MA 30680 FRAMINGHAM MA 30682 WAREHAM MA 30683 WESTBOROUGH MA 30684 HARWICHPORT MA 30685 WORCESTER MA 30686 WORCESTER MA 30687 FITCHBURG MA 30688 WORCESTER MA 30689 CHERRY VALLEY MA 30690 FRAMINGHAM MA 30692 SOUTHBRIDGE MA 30693 OXFORD MA 30696 FITCHBURG MA 30697 WORCESTER MA 30698 ORANGE MA 30702 MILFORD MA 30704 UXBRIDGE MA 30709 WORCESTER MA 30710 WORCESTER MA 30711 AUBURN MA 30712 WALTHAM MA 30713 LOWELL MA 55237 SALEM NH 55238 LONDONBERRY NH 55244 MERRINACK NH 55245 NASHUA NH 55247 PEMBROKE NH 55249 ROCHESTER NH 55251 SALEM NH 55254 EXETER NH 55257 EPPING NH 55258 EPSOM NH 55259 EXETER NH 55261 MILFORD NH 55265 PORTSMOUTH NH 55274 PELHAM NH 56161 LITTLE FERRY NJ 56230 NEWARK NJ 58007 GLENDALE NY 58012 BELLAIRE NY 5
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 58014 BRONX NY 58015 BROOKLYN NY 58018 BAYSIDE NY 58049 YONKERS NY 58053 BROOKLYN NY 58071 ST. ALBANS NY 58077 BROOKLYN NY 58079 BROOKLYN NY 58085 BAYSIDE NY 58108 WHITE PLAINS NY 58111 SCARSDALE NY 58114 NEW ROCHELLE NY 58119 BROOKLYN NY 58121 NEW ROCHELLE NY 58154 BRONX NY 58173 GLENVILLE NY 58205 NEW YORK NY 58218 ALBANY NY 58220 LONG ISLAND CITY NY 58254 ALBANY NY 58260 RENSSELAER NY 58315 ROTTERDAM NY 58329 OSSINING NY 58347 ELLENVILLE NY 58367 CHATHAM NY 58409 NEW YORK NY 58415 BROOKLYN NY 58441 STATEN ISLAND NY 58443 STATEN ISLAND NY 58505 BRONX NY 58513 BRONX NY 58514 NEW YORK NY 58526 OZONE PARK NY 58542 NEW YORK NY 58547 ASTORIA NY 58557 E. ELMHURST NY 58567 GUILDERLAND CTR. NY 58582 TROY NY 58584 BROOKLYN NY 58585 ARVERNE NY 58587 REGO PARK NY 58592 NEW YORK NY 58596 MIDDLETOWN NY 58605 HOWARD BEACH NY 58703 SCHENECTADY NY 58704 BALLSTON SPA NY 58705 BALLSTON SPA NY 58710 COLONIE NY 58711 DELMAR NY 58712 ELLENVILLE NY 6
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 58714 FT. PLAIN NY 58715 GLENS FALLS NY 58716 GLOVERSVILLE NY 58718 CLIFTON PARK NY 58719 GREEN ISLAND NY 58720 HANCOCK NY 58721 HYDE PARK NY 58722 LATHAM NY 58723 BALLSTON SPA NY 58724 MELROSE NY 58725 MILLERTON NY 58726 NEW WINDSOR NY 58727 NISKAYUNA NY 58730 PLEASANT VLLY NY 58731 POUGHKEEPSIE NY 58733 QUEENSBURY NY 58735 ROTTERDAM NY 58737 SCHNECTADY NY 58739 S. GLENS FALLS NY 58740 TROY NY 58741 WARRENSBURG NY 58743 HUDSON FALLS NY 58744 MECHANICVILLE NY 58750 MECHANICVILLE NY 58751 NEWBURGH NY 58753 KINGSTON NY 58754 RENSSELAER NY 58760 PORT EWEN NY 58761 CATSKILL NY 58762 CATSKILL NY 58766 HUDSON NY 58768 SAUGERTIES NY 58769 FREEHOLD NY 58771 GREENVILLE NY 58772 QUARRYVILLE NY 58780 RENSSELAER NY 58785 MENANDS NY 58786 HOOSICK FALLS NY 58793 VALATIE NY 58797 LEEDS NY 58802 PINE BUSH NY 58804 COPAKE NY 58806 RED HOOK NY 58808 W. TAGHKANIC NY 58809 MIDDLE ISLAND NY 58812 RAVENA NY 58822 CROTON FALLS NY 67101 BANGOR PA 67215 PHILADELPHIA PA 67227 ALLENTOWN PA 7
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 67249 PHILADELPHIA PA 67261 PHILADELPHIA PA 67265 PHILADELPHIA PA 67266 PHILADELPHIA PA 67276 PHILADELPHIA PA 67299 ABINGTON PA 67398 ROSLYN PA 67402 PHILADELPHIA PA 67409 PHILADELPHIA PA 67416 LEVITTOWN PA 67423 QUAKERTOWN PA 67425 SOUDERTON PA 67432 COOPERSBURG PA 67531 TRAPPE PA 67580 GETTYSBURG PA 67596 PARADISE PA 67597 PHILADELPHIA PA 67599 ELIZABETHTOWN PA 67604 ALLENTOWN PA 67610 PHILADELPHIA PA 67616 PHILADELPHIA PA 67624 NEW OXFORD PA 67626 LITTLESTOWN PA 67627 HANOVER PA 67632 LONGSTOWN PA 67633 YORK PA 67636 DOVER PA 67638 GLEN ROCK PA 67639 CARLISLE PA 67641 BOILING SPGS. PA 67654 HARRISBURG PA 68007 PROVIDENCE RI 68120 E. PROVIDENCE RI 68646 WAKEFIELD RI 69002 READING PA 69004 EPHRATA PA 69005 DAUPHIN PA 69006 DOUGLASVILLE PA 69010 YORK PA 69012 GETTYSBURG PA 69016 POTTSVILLE PA 69019 POTTSVILLE PA 69406 ALLENTOWN PA 69408 BETHLEHEM PA 69409 WASTON PA 69415 BETHLEHEM PA 69416 LANCASTER PA 69417 SCAFFERSTOW PA 69419 HAMBURG PA 69420 READING PA 8
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 69421 MILLERSVILLE PA 69422 MANHEIN PA 69425 EBENEZER PA 69426 BETHELEM PA 69428 INTERCOURSE PA 69430 REINHOLDS PA 69431 BOYERTOWN PA 69439 OXFORD PA 69440 POTTSTOWN PA 69443 EPHRATA PA 69444 READING PA 69445 ROBERSONIA PA 69449 YORK PA 69466 KENHORST PA 69472 LEOLA PA 69476 SHREWSBURY PA 69483 RED LION PA 69484 READING PA 69493 HANOVER PA 69495 HARRISBURG PA 69497 ADAMSTOWN PA 69503 LANCASTER PA 69504 NEW HOLLAND PA 69505 CHRISTIANA PA 69507 LANCASTER PA 69673 WYOMISSING HILLS PA 69676 ST. CLAIR PA 69681 W. READING PA 69682 ARDENTSVILLE PA 69683 HOHNTON PA 69684 ST. THOMAS PA 69685 CARLISLE PA 69688 BONNEAUVILLE PA 69690 MCCONNELLSBURG PA 71002 ROCKY MOUNT VA 71004 BLACKSBURG VA 71009 VINTON VA 71010 ROANOKE VA 71011 RIDGEWAY VA 71028 FIEDALE VA 71030 MARTISNSILLE VA 71031 ROANOKE VA 71033 ROANOKE VA 71054 RICH CREEK VA 71055 DANVILLE VA 71090 ROANOKE VA 71108 ROANOKE VA 71109 ROANOKE VA 71110 SALEM VA 71112 STANLEYTOWN VA 9
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INVESTMENT-CAPITAL LOCATION ------------------------------------ # CITY STATE ------------------------------------ 71113 MARTINSVILLE VA 71120 ROANOKE VA 71173 RICHMOND VA 71177 DALEVILLE VA 71178 BRISTOL VA 71213 MARTINSVILLE VA 71215 CHESAPEAKE VA 71216 VIRGINIA BCH VA 71218 VIRGINIA BCH VA 71220 HAMPTON VA 71222 PORTSMOUTH VA 71250 NEWPORT NEWS VA 71251 VIRGINIA BCH VA 71252 VIRGINIA BCH VA 71255 VIRGINIA BCH VA 71257 VIRGINIA BCH VA 71262 HAMPTON VA 71264 STERLING PARK VA 71270 PORTSMOUTH VA 71288 CHRISTIANASBR VA 71293 VIRGINIA BCH VA 71294 MAHASSAS PK VA 76112 BENNINGTON VT 473 SITES 10
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EXHIBIT E PREMISES WITH ONGOING REMEDIATIONS INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 7 JAMAICA NY 8 REGO PARK NY 16 OZONE PARK NY 17 BROOKLYN NY 20 BRONX NY 22 CORONA NY 24 BRONX NY 38 OCEANSIDE NY 54 BRIGHTWATERS NY 61 MIDDLE ISLAND NY 74 WHITE PLAINS NY 75 WHITE PLAINS NY 77 NEW ROCHELLE NY 78 YONKERS NY 79 HARTSDALE NY 82 OSSINING NY 91 ELMSFORD NY 93 PELHAM MANOR NY 100 MAHWAH NJ 101 VALLEY COTTAGE NY 102 PEEKSKILL NY 103 PORT CHESTER NY 104 LARCHMONT NY 110 MEDFORD NY 111 BRONX NY 114 BRONX NY 115 BRONX NY 116 ELMSFORD NY 117 MAMARONECK NY 121 YONKERS NY 126 BROOKLYN NY 128 BROOKLYN NY 138 YONKERS NY 146 MAHOPAC NY 157 POUGHKEEPSIE NY 159 CARMEL NY 160 MARLBORO NY 163 LAKE KATRINE NY 169 WAPPINGERS FALLS NY 174 STONY POINT NY 177 HIGHLAND NY 178 KINGSTON NY 179 POUGHKEEPSIE NY 181 HOWARD BEACH NY 182 LAGRANGEVILLE NY 186 BRONX NY 195 STATEN ISLAND NY 200 S. ISLAND NY 210 BRONX NY 214 JAMAICA NY 1
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 218 MIDDLE VILLAGE NY 219 LONG ISLAND CITY NY 223 BROOKLYN NY 225 ROCKAWAY PARK NY 228 BROOKLYN NY 229 BROOKLYN NY 234 STATEN ISLAND NY 235 S. ISLAND NY 240 SPRINGFIELD GDNS. NY 252 MT. VERNON NY 254 NORTH BRUNSWICK NJ 257 BRONX NY 258 BRONX NY 261 BRONX NY 264 BRONX NY 266 BRONX NY 268 BRONX NY 270 BRONX NY 271 BRONX NY 272 BRONX NY 275 BRONX NY 276 BRONX NY 277 BRONX NY 278 YONKERS NY 288 ATLANTIC HIGHLANDS NJ 301 N. TARRYTOWN NY 304 OLD BRIDGE NJ 307 BREWSTER NY 312 FLUSHING NY 319 MAHWAH NJ 322 VALLEY COTTAGE NY 323 BRONX NY 324 S. ISLAND NY 325 BRIARCLIFF MANOR NY 326 BRONX NY 329 BRONX NY 331 BRONX NY 332 BRONX NY 334 BROOKLYN NY 336 BROOKLYN NY 339 NEW YORK NY 340 NEW YORK NY 341 NEW YORK NY 342 GLENDALE NY 343 OZONE PARK NY 344 LIC NY 357 N. BABYLON NY 358 PELHAM NY 360 SMITHTOWN NY 361 ASTORIA NY 2
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 362 S. ISLAND NY 363 CEDARHURST NY 366 LAKE RONKONKOMA NY 370 KEYPORT NJ 377 NEW CITY NY 379 W. HAVERSTRAW NY 396 STATEN ISLAND NY 411 BROOKLYN NY 421 BROOKLYN NY 425 W. ISLIP NY 429 RONKONKOMA NY 444 BAYSHORE NY 460 BETHPAGE NY 523 TOMS RIVER NJ 535 N. BABYLON NY 544 WHITE PLAINS NY 545 SAUGERTIES NY 546 WOODSIDE NY 547 OZONE PARK NY 548 HICKSVILLE NY 549 BRONX NY 561 S. ISLAND NY 564 BROOKLYN NY 568 LIC NY 570 WHITE PLAINS NY 571 N. WHITE PLAINS NY 572 HAWTHORNE NY 573 PLEASANTVILLE NY 574 PATTERSON NY 576 YONKERS NY 577 YONKERS NY 578 RYE NY 579 OSSINING NY 580 BRANFORD CT 581 BRIDGEPORT CT 583 COVENTRY CT 587 FRANKLIN CT 589 MANCHESTER CT 590 MERIDEN CT 595 NEW MILFORD CT 596 NORTH HAVEN CT 598 NORWICH CT 600 WAUREGAN CT 604 TERRYVILLE CT 607 UNION CITY CT 611 WATERFORD CT 613 WESTPORT CT 615 WOODBRIDGE CT 619 AGAWAM MA 624 GRANBY MA 3
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 625 GREAT BARRINGTON MA 628 MONSON MA 633 PITTSFIELD MA 635 SOUTH HADLEY MA 637 SPRINGFIELD MA 638 SPRINGFIELD MA 647 OSSINING NY 649 BROOKLYN NY 660 LAKEWOOD NJ 667 PARAMUS NJ 673 PLEASANTVILLE NJ 676 GLEN HEAD NY 677 NEW ROCHELLE NY 679 TORRINGTON CT 680 N. BRANFORD CT 685 DOBBS FERRY NY 687 WOLCOTT CT 688 PLAINVILLE CT 709 BROOKLYN NY 751 FAIRLESS HILLS PA 752 PHILADELPHIA PA 6130 NEW HAVEN CT 6722 BLOOMFIELD CT 6725 SIMSBURY CT 6742 RIDGEFIELD CT 6743 BRIDGEPORT CT 6744 NORWALK CT 6746 BRIDGEPORT CT 6748 BRIDGEPORT CT 6749 BRIDGEPORT CT 6751 BRIDGEPORT CT 6753 BRIDGEPORT CT 6754 BRIDGEPORT CT 6756 BRIDGEPORT CT 6762 DARIEN CT 6764 WESTPORT CT 6765 STAMFORD CT 6766 HAMDEN CT 6768 STAMFORD CT 6772 COS COB CT 6776 STRATFORD CT 6777 MILFORD CT 6778 STRATFORD CT 6782 FAIRFIELD CT 6811 BRISTOL CT 6813 BROOKFIELD CT 6817 TORRINGTON CT 6819 NORWALK CT 6826 HARTFORD CT 6831 NEW HAVEN CT 4
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 6836 BRIDGEPORT CT 6837 WILTON CT 6850 W. HARTFORD CT 6853 ENFIELD CT 6862 STRATFORD CT 6864 EAST HARTFORD CT 6871 AVON CT 8608 WILMINGTON DE 8635 NEW CASTLE DE 8637 ST. GEORGES DE 8641 WILMINGTON DE 8667 NEWARK DE 8669 WILMINGTON DE 28206 LISBON ME 28215 WESTBROOK ME 28226 WINDHAM ME 28231 AUGUSTA ME 29721 BALTIMORE MD 29763 RANDALLSTOWN MD 30161 MILFORD MA 30315 S. WEYMOUTH MA 30326 GARDNER MA 30327 STOUGHTON MA 30332 METHUEN MA 30344 RANDOLPH MA 30351 ROCKLAND MA 30352 WATERTOWN MA 30363 WEYMOUTH MA 30374 DEDHAM MA 30375 HINGHAM MA 30392 ASHLAND MA 30409 HYDE PARK MA 30412 PITTSFIELD MA 30436 WORCESTER MA 30438 NEW BEDFORD MA 30439 TAUNTON MA 30466 CLINTON MA 30468 FOXBORO MA 30472 GROVELAND MA 30488 HYANNIS MA 30506 HOLYOKE MA 30518 GROVELAND MA 30524 FALMOUTH MA 30537 SOMERSET MA 30545 METHUEN MA 30546 ROCKLAND MA 30548 WILLIAMSTOWN MA 30551 FAIRHAVEN MA 30552 BELLINGHAM MA 30558 SEEKNOK MA 5
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 30559 WALPOLE MA 30561 N. ANDOVER MA 30562 WESTFORD MA 30600 LOWELL MA 30601 FRAMINGHAM MA 30602 AUBURN MA 30603 METHUEN MA 30604 AMESBURY MA 30605 GEORGETOWN MA 30606 IPSWICH MA 30607 SALISBURY MA 30609 BEVERLY MA 30611 HAVERHILL MA 30612 CHATHAM MA 30618 LOWELL MA 30619 METHUEN MA 30621 NEWBURYPORT MA 30623 ORLEANS MA 30624 PEABODY MA 30627 SALEM MA 30629 TEWKSBURY MA 30630 TWIN MILL (WAREHAM) MA 30631 FALMOUTH MA 30632 W. YARMOUTH MA 30633 WESTFORD MA 30635 YARMOUTH MA 30636 BRIDGEWATER MA 30644 CANTON MA 30646 STOUCHTON MA 30651 WORCESTER MA 30652 AUBURN MA 30653 BARRE MA 30654 WORCESTER MA 30655 BROCKTON MA 30656 MILLBURY MA 30658 WORCESTER MA 30660 DUDLEY MA 30663 WORCESTER MA 30664 HYANNIS MA 30665 LEOMINSTER MA 30666 WORCESTER MA 30668 WORCESTER MA 30669 NORTH BOROUGH MA 30670 POCASSET MA 30671 CLINTON MA 30672 W. BOYLSTON MA 30673 WORCESTER MA 30674 SOUTHBRIDGE MA 30675 WORCESTER MA 30676 S. YARMOUTH MA 6
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 30677 STERLING MA 30679 WORCESTER MA 30680 FRAMINGHAM MA 30682 WAREHAM MA 30683 WESTBOROUGH MA 30684 HARWICHPORT MA 30685 WORCESTER MA 30686 WORCESTER MA 30687 FITCHBURG MA 30688 WORCESTER MA 30689 CHERRY VALLEY MA 30690 FRAMINGHAM MA 30692 SOUTHBRIDGE MA 30693 OXFORD MA 30694 WORCESTER MA 30696 FITCHBURG MA 30697 WORCESTER MA 30700 FRAMINGHAM MA 30702 MILFORD MA 30704 UXBRIDGE MA 30710 WORCESTER MA 55211 DERRY NH 55234 PLAISTOW NH 55235 GILFORD NH 55236 SOMERSWORTH NH 55237 SALEM NH 55238 LONDONDERRY NH 55239 ROCHESTER NH 55241 HAMPTON NH 55245 NASHUA NH 55246 PELHAM NH 55247 PEMBROKE NH 55249 ROCHESTER NH 55250 ROCHESTER NH 55251 SALEM NH 55252 SEABROOK NH 55253 SOMERSWORTH NH 55254 EXETER NH 55256 CANDIA NH 55257 EPPING NH 55258 EPSOM NH 55261 MILFORD NH 55264 PORTSMOUTH NH 55265 PORTSMOUTH NH 55267 SALEM NH 55268 SEABROOK NH 56003 MCAFEE NJ 56005 HAMBURG NJ 56009 WEST MILFORD NJ 56028 WILLINGBORO NJ 7
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 56039 NUTLEY NJ 56046 TOMS RIVER NJ 56051 WALL TOWNSHIP NJ 56056 UNION NJ 56062 CRANBURY NJ 56064 SPOTSWOOD NJ 56065 NEW BRUNSWICK NJ 56075 ELIZABETH NJ 56079 BAYONNE NJ 56084 BASKING RIDGE NJ 56086 DEPTFORD NJ 56088 SEWELL NJ 56101 TRENTON NJ 56102 LODI NJ 56113 SPRING LAKE NJ 56116 CLIFTON NJ 56117 SEWELL NJ 56132 ASBURY PARK NJ 56142 PATERSON NJ 56149 BRICK TOWNSHIP NJ 56156 OCEAN CITY NJ 56157 WHITING NJ 56169 MONTVALE NJ 56215 NEPTUNE NJ 56230 NEWARK NJ 56251 NESHANIC STATION NJ 56253 PINE HILL NJ 56258 TUCKERTON NJ 56260 W. DEPTFORD NJ 56262 ATCO NJ 56263 SOMERVILLE NJ 56271 MATAWAN NJ 56276 FORT LEE NJ 56803 BERGENFIELD NJ 56809 RAHWAY NJ 56815 LINDEN NJ 56818 BLOOMFIELD NJ 56821 SOUTH ORANGE NJ 56844 NUTLEY NJ 56852 ENGLEWOOD NJ 56868 CLIFTON NJ 56871 JERSEY CITY NJ 56873 WATCHUNG NJ 56877 GREEN VILLAGE NJ 56891 BLOOMFIELD NJ 56893 PARLIN NJ 56896 COLONIA NJ 56897 N. BERGEN NJ 56915 RIDGEWOOD NJ 56919 WAYNE NJ 8
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 56921 WASHINGTON NJ 56922 PARAMUS NJ 56924 GARFIELD NJ 56925 JERSEY CITY NJ 56926 FORT LEE NJ 56933 BELFORD NJ 56935 EATONTOWN NJ 56939 MONMOUTH BCH NJ 56962 TRENTON NJ 56987 BEVERLY NJ 56999 WEST ORANGE NJ 58006 ROCKVILLE CENTRE NY 58007 GLENDALE NY 58012 BELLAIRE NY 58014 BRONX NY 58015 BROOKLYN NY 58018 BAYSIDE NY 58019 YONKERS NY 58021 DOBBS FERRY NY 58022 N. MERRICK NY 58025 WHITE PLAINS NY 58027 GREAT NECK NY 58031 GLEN HEAD NY 58034 PT. WASHINGTON NY 58041 WESTBURY NY 58042 TUCKAHOE NY 58046 EAST HILLS NY 58049 YONKERS NY 58053 BROOKLYN NY 58069 LYNBROOK NY 58071 ST. ALBANS NY 58072 RHINEBECK NY 58073 RIDGEWOOD NY 58077 BROOKLYN NY 58079 BROOKLYN NY 58087 BAYSHORE NY 58092 ARDSLEY NY 58101 YONKERS NY 58108 WHITE PLAINS NY 58111 SCARSDALE NY 58112 EASTCHESTER NY 58114 NEW ROCHELLE NY 58119 BROOKLYN NY 58121 NEW ROCHELLE NY 58123 BROOKLYN NY 58154 BRONX NY 58161 YONKERS NY 58173 GLENVILLE NY 58184 YONKERS NY 58205 NEW YORK NY 9
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 58218 ALBANY NY 58220 LONG ISLAND CITY NY 58254 ALBANY NY 58260 RENSSELAER NY 58263 MT. KISCO NY 58297 SALT POINT NY 58315 ROTTERDAM NY 58329 OSSINING NY 58347 ELLENVILLE NY 58367 CHATHAM NY 58393 HYDE PARK NY 58401 SHRUB OAK NY 58409 NEW YORK NY 58411 EAST MEADOW NY 58415 BROOKLYN NY 58441 STATEN ISLAND NY 58442 STATEN ISLAND NY 58471 CEDARHURST NY 58505 BRONX NY 58513 BRONX NY 58514 NEW YORK NY 58526 OZONE PARK NY 58532 MT. VERNON NY 58535 PELHAM MANOR NY 58542 NEW YORK NY 58543 FREEPORT NY 58547 ASTORIA NY 58548 MOHEGAN LAKE NY 58553 STATEN ISLAND NY 58557 E. ELMHURST NY 58558 STATEN ISLAND NY 58563 MERRICK NY 58567 GUILDERLAND CTR. NY 58573 WANTAGH NY 58574 SMITHTOWN NY 58582 TROY NY 58584 BROOKLYN NY 58585 ARVERNE NY 58587 REGO PARK NY 58592 NEW YORK NY 58596 MIDDLETOWN NY 58598 OCEANSIDE NY 58602 MANHASSET NY 58605 HOWARD BEACH NY 58616 BRONX NY 58703 SCHENECTADY NY 58704 BALLSTON SPA NY 58705 BALLSTON SPA NY 58710 COLONIE NY 58711 DELMAR NY 10
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 58712 ELLENVILLE NY 58713 FT. EDWARD NY 58714 FT. PLAIN NY 58715 GLENS FALLS NY 58716 GLOVERSVILLE NY 58718 HALFMOON NY 58719 GREEN ISLAND NY 58720 HANCOCK NY 58721 HYDE PARK NY 58722 LATHAM NY 58723 BALLSTON SPA NY 58724 MELROSE NY 58725 MILLERTON NY 58726 NEW WINDSOR NY 58727 NISKAYUNA NY 58730 PLEASANT VALLEY NY 58731 POUGHKEEPSIE NY 58733 QUEENSBURY NY 58735 ROTTERDAM NY 58737 GUILDERLAND NY 58739 S. GLENS FALLS NY 58740 TROY NY 58741 WARRENSBURG NY 58743 HUDSON FALLS NY 58744 MECHANICVILLE NY 58745 ALBANY NY 58750 MECHANICVILLE NY 58751 NEWBURGH NY 58753 KINGSTON NY 58754 RENSSELAER NY 58759 RHINEBECK NY 58760 PORT EWEN NY 58761 CATSKILL NY 58762 CATSKILL NY 58764 CATSKILL NY 58766 HUDSON NY 58768 SAUGERTIES NY 58769 FREEHOLD NY 58770 COXSACKIE NY 58771 GREENVILLE NY 58772 QUARRYVILLE NY 58774 MONSEY NY 58776 KINGSTON NY 58780 RENSSELAER NY 58785 MENANDS NY 58786 HOUSICK FALLS NY 58788 BREWSTER NY 58790 BARDONIA NY 58793 VALATIE NY 58794 CAIRO NY 11
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 58796 VISTA NY 58797 LEEDS NY 58798 POUGHKEEPSIE NY 58802 PINE BUSH NY 58804 COPAKE NY 58806 RED HOOK NY 58808 W. TAGHKANIC NY 58812 RAVENA NY 58822 CROTON FALLS NY 67101 BANGOR PA 67215 PHILADELPHIA PA 67227 ALLENTOWN PA 67243 BRYN MAWR PA 67244 CONSHOHOCKEN PA 67249 PHILADELPHIA PA 67253 HUNTINGDON VALLEY PA 67254 FEASTERVILLE PA 67255 PHILADELPHIA PA 67258 PHILADELPHIA PA 67265 PHILADELPHIA PA 67266 PHILADELPHIA PA 67269 HATBORO PA 67271 HAVERTOWN PA 67272 MEDIA PA 67274 PHILADELPHIA PA 67275 MILMONT PARK PA 67276 PHILADELPHIA PA 67278 ALDAN PA 67282 BRISTOL PA 67288 TREVOSE PA 67298 HAVERTOWN PA 67299 ABINGTON PA 67301 HATBORO PA 67367 CLIFTON HIGHTS PA 67381 ALDAN PA 67396 MEDIA PA 67398 ROSLYN PA 67401 CLIFTON HIGHTS PA 67402 PHILADELPHIA PA 67405 MORRISVILLE PA 67409 PHILADELPHIA PA 67415 PHOENIXVILLE PA 67416 LEVITTOWN PA 67418 LANGHORNE PA 67419 POTTSTOWN PA 67422 BOYERTOWN PA 67423 QUAKERTOWN PA 67425 SOUDERTON PA 67426 LANSDALE PA 67431 FURLONG PA 12
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 67432 COOPERSBURG PA 67433 DOYLESTOWN PA 67434 RICHBORO PA 67435 PENNDEL PA 67436 WEST CHESTER PA 67437 NORRISTOWN PA 67531 TRAPPE PA 67580 GETTYSBURG PA 67598 LINWOOD PA 67599 ELIZABETHTOWN PA 67601 NORTH HILLS PA 67602 NEWTOWN SQUARE PA 67604 ALLENTOWN PA 67607 PHILADELPHIA PA 67610 PHILADELPHIA PA 67615 PHILADELPHIA PA 67617 PALMER TOWNSHIP PA 67623 FARIFIELD PA 67624 NEW OXFORD PA 67626 LITTLESTOWN PA 67627 HANOVER PA 67635 YORK PA 67636 DOVER PA 67638 GLEN ROCK PA 67639 CARLISLE PA 67640 CARLISLE PA 67641 BOILING SPRINGS PA 67647 HANOVER PA 67649 BIGLERVILLE PA 67650 NEW OXFORD PA 67654 HARRISBURG PA 68002 MIDDLETOWN RI 68007 PROVIDENCE RI 68120 EAST PROVIDENCE RI 68611 PAWTUCKET RI 68619 CRANSTON RI 68622 PAWTUCKET RI 68623 BARRINGTON RI 68629 WARWICK RI 68642 PORTSMOUTH RI 69004 EPHRATA PA 69005 DAUPHIN PA 69010 YORK PA 69012 GETTYSBURG PA 69016 POTTSVILLE PA 69019 POTTSVILLE PA 69406 ALLENTOWN PA 69407 LANCASTER PA 69408 BETHLEHEM PA 69409 EASTON PA 13
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INVESTMENT-ENVIRONMENTAL LOCATION ------------------------------------- # CITY STATE ------------------------------------- 69415 BETHLEHEM PA 69416 LANCASTER PA 69417 SCHAEFFERSTOWN PA 69419 HAMBURG PA 69420 READING PA 69421 MILLERSVILLE PA 69422 MANHEIM PA 69424 MOUNTVILLE PA 69425 EBENEZER PA 69426 BETHLEHEM PA 69428 INTERCOURSE PA 69430 REINHOLDS PA 69431 BOYERTOWN PA 69436 WEST GROVE PA 69439 OXFORD PA 69440 POTTSTOWN PA 69443 EPHRATA PA 69444 READING PA 69445 ROBESONIA PA 69449 YORK PA 69466 KENHORST PA 69472 LEOLA PA 69476 SHREWSBURY PA 69483 RED LION PA 69484 READING PA 69485 ROTHSVILLE PA 69495 HARRISBURG PA 69497 ADAMSTOWN PA 69503 LANCASTER PA 69504 NEW HOLLAND PA 69505 CHRISTIANA PA 69507 LANCASTER PA 69672 READING PA 69673 WYOMISSING HILLS PA 69676 ST.CLAIR PA 69680 REIFFTON PA 69681 W. READING PA 69682 ARENDTSVILLE PA 69683 MOHNTON PA 69684 ST.THOMAS PA 69685 CARLISLE PA 69688 BONNEAUVILLE PA 69690 MCCONNELLBURG PA 76112 BENNINGTON VT 694 SITES 14
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EXHIBIT F DEALERS/LESSEES IN DEFAULT AS OF JANUARY 31, 1997 Region 1 00631 Daniel P. Belanger Palmer, Ma. 30654 Howard Rhone Worcester, Ma. Region 2 06722 Sydney Tulloch Bloomfield, Ct. 06826 Salvatore Dilciano Hartford, Ct. 58146 Manjit Josen Riverhead, N.Y. 58295 Pt. Jefferson Car Care Port Jefferson, N.Y. Region 3 00195 Frank & David Esposito Staten Island, N.Y. 00396 Stacy Celiberti Staten Island, N.Y. 58558 Santorelli & Reggiero Staten Island, N.Y. 00654 Aslam Kahn Somerset, N.J. 56065 Karl Jordan New Brunswick, N.J. 56906 George Koenemund Old Bridge, N.J. Region 4 00114 M. Moreno/M. Anazagasty Bronx, N.Y. 00329 J. Guzman Bronx, N.Y. 00350 Pascack Little Star Spring Valley, N.Y. 00379 Jagdish Patel W. Haverstraw, N.Y. 58161 Odel Getty Inc. Yonkers, N.Y. 58513 E.L. Grant Hway Bronx, N.Y. 58730 D&K Virk Lts. Pleasant Valley, N.Y. 00572 Darren Mancusi Oakhurst, N.J. 56925 Androus Corp. Jersey City, N.J. 95713 J. Czaja/J. Mocasrski Jersey City, N.J. 1
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SCHEDULE 1 [TO EXHIBIT-10.2] SCHEDULE OF INITIAL TERM FIXED RENT BY INDIVIDUAL PROPERTY [WILL BE SUPPLIED UPON REQUEST]

Dates Referenced Herein   and   Documents Incorporated by Reference

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This ‘10-12B/A’ Filing    Date First  Last      Other Filings
2/1/3214
1/31/3214
2/1/2214
1/31/2214
2/1/1214
1/31/121435
2/1/0215
12/22/981921
2/1/9718
1/31/977710-K405
1/28/97
Filed on:1/27/97
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